Issuance and Sale of Securities. The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.
Issuance and Sale of Securities. The Company proposes, subject to the terms and conditions stated herein, to issue and sell to you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”) $175,000,000 in aggregate principal amount of the Company’s 6.375% Convertible Notes due 2025 (the “Firm Securities”) and, at the election of the Underwriters, up to an additional $26,250,000 in aggregate principal amount of the Company’s 6.375% Convertible Notes due 2025 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 4 hereof being collectively called the “Securities”. The Securities will be convertible into shares of the Company’s common stock (par value $0.001 per share) (the “Underlying Securities”). The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of March 1, 2019, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The issuance and sale of Securities to the Underwriters will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018, by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018, by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333-227124), which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Securities. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Fo...
Issuance and Sale of Securities. The Company proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Underwriter”) an aggregate of 187,000 shares of the Company’s 5.50% Series A2 Preferred Stock, par value $0.001 per share, with a liquidation preference of $25 per share (the “Securities”). The Securities will be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Underlying Securities”). The Securities will be authorized by, and subject to the terms and conditions of, the Company’s charter (the “Articles”), including the Articles Supplementary classifying, designating and establishing the terms of the Securities to be dated May 26, 2021 (the “Articles Supplementary”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333- 236415), which became effective upon filing on February 13, 2020 and which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Securities. The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The registration statement, as amended, when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, all documents incorporated or deemed to be incorporated therein by reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C under the 1933 Act or Rule 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorpor...
Issuance and Sale of Securities. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Creditor, and the Creditor hereby agrees to accept delivery from the Company, of a Debenture and the Warrant to be issued to the Creditor pursuant to Section 6.3 hereof.
Issuance and Sale of Securities. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, at the Closing the Company agrees to issue and sell to each Investor, and each Investor independently agrees to 2 purchase from the Company, the number of shares of Common Stock as set forth opposite the name of each Investor on Schedule A hereto, and at the prices as set forth on said Schedule A opposite the name of each such Investor.
Issuance and Sale of Securities. Section 2.1. Issuance and Sale of Securities(a) Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, on the Closing Date, (i) the Bank will issue, sell and deliver to the Investor (or its Affiliates,) and the Investor will purchase (or cause its Affiliates to purchase) from the Bank, 8,899,410 shares of the Bank’s Series A Non-Cumulative Exchangeable Preferred Stock (the “Preferred Shares”), free and clear of all Liens, and (ii) the Company will issue, sell and deliver to the Investor, and the Investor will purchase from the Company, the Original Warrant, free and clear of all Liens, for aggregate consideration of $80,094,690 (the “Purchase Price”). The terms, limitations and relative rights and preferences of the Preferred Shares shall be as set forth in the Certificate of Determination. Additionally, on the Shareholder Approval Date, the Company will issue and deliver to the Investor the Additional Warrant, free and clear of all Liens. (b) The Investor shall be permitted to designate in writing to the Company and the Bank any of the Persons listed in Section 2.1(b) of the Investor Disclosure Schedule (each Person, a “Permitted Holder” and such Persons, collectively with the Investor, the “Permitted Holders”) who shall be permitted at the Closing to purchase from the Bank a portion of the Preferred Shares and Warrants not in excess of 60% of the aggregate number of Preferred Shares and Warrants being sold by the Bank pursuant to Section 2.1(a). Additionally, at or prior to the Closing, the Investor shall be permitted to assign its rights and obligations pursuant to this Agreement to any Permitted Holder that acquires Preferred Shares or Warrants pursuant to the preceding sentence or to an Affiliate of the Investor; provided, however, that no such assignment shall be permitted hereunder if such assignment could jeopardize or delay the satisfaction of the condition set forth in Section 7.1(b), and the Investor shall be required to make such an assignment to a non-consolidated Affiliate thereof, and to cause such Affiliate to assume
Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through KBCM, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate offering price of up to $50,000,000 (the “Maximum Amount”). The Company agrees that if KBCM determines that KBCM will purchase any Securities on a principal basis, then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and KBCM covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on maximum aggregate sale price of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and KBCM shall have no obligation in connection with such compliance. The issuance and sale of Securities through KBCM will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 (File No. 333- 140433), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to KBCM, for use by KBCM, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such r...
Issuance and Sale of Securities. Upon the terms set forth herein, during the Initial Period the Company will issue and sell to Buyer, and Buyer will purchase from the Company, for an aggregate purchase price of up to $60 million payable in immediately available funds and in separate Closings as provided in Section 3.1, Securities or Additional Securities or both. During the Optional Period, at the Company's option, Buyer agrees to purchase from the Company Optional Securities in accordance with the terms set forth below. After the Collaboration Agreement expires or terminates, Buyer shall not be required to purchase further Securities or Additional Securities pursuant to this Agreement.
Issuance and Sale of Securities. The Partnership and BRFBR agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Partnership may issue and sell to or through BRFBR, acting as sales agent and/or principal, common units representing limited partner interests in the Partnership (“Common Units”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” The issuance and sale of the Securities to or through BRFBR will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”); provided, however, that nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Securities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form S-3 (File No. 333-230380), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Partnership, and that incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership will prepare one or more prospectus supplements specifically relating to the Securities (each, a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, copies of the base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base pr...
Issuance and Sale of Securities. 1.1. The Purchase ------------
