Issuance of Initial Securities Sample Clauses

Issuance of Initial Securities. The Initial Securities have been validly issued, and, upon payment therefor, will be fully paid and non-assessable. The Note Conversion Securities, when issued in accordance with the terms of the Rho Notes, will be validly issued, fully paid and non-assessable. The Warrant Conversion Securities, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable. The offering, issuance, sale and delivery of (i) the Initial Securities as contemplated by this Agreement, (ii) the Note Conversion Securities as contemplated by the Rho Note and (iii) the Warrant Conversion Securities as contemplated by the Warrants, is (or will be), as applicable, exempt from the registration and prospectus delivery requirements of the Securities Act, are being (or will be) , as applicable, made in compliance in all material respects with all applicable federal and state laws and regulations concerning the offer, issuance and sale of securities, and are not being (or will not be), as applicable, issued in violation of any preemptive or other rights of any stockholder of the Company. The parties hereto agree and acknowledge that, in making the representations and warranties in the foregoing sentence of this Section 2.6, the Company is relying on the representations and warranties made by the Investors in Article III.
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Issuance of Initial Securities. The Trustee shall authenticate and deliver Initial Securities upon execution of this Indenture in accordance with the Company Order or Company Request referred to below, upon receipt by the Trustee of: (a) a Company Order or Company Request requesting the authentication and delivery of such Initial Securities and the cancellation of the Existing Bonds; (b) the Initial Securities to be so authenticated, executed on behalf of the Company by an Authorized Officer; (c) an Opinion of Counsel to the effect that: (i) all conditions precedent, if any, provided for in this Indenture relating to the issuance of such Initial Securities have been complied with; (ii) the form of such Initial Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (iii) the terms of such Initial Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; and (iv) when such Initial Securities shall have been authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions or qualifications specified in such Opinion of Counsel, such Initial Securities will constitute valid obligations of the Company, entitled to the benefit of the lien of this Indenture equally and ratably with all other Initial Securities then Outstanding; (d) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the issuance of such Initial Securities and to the cancellation of the Existing Bonds have been complied with and, to the knowledge of the signer, no Event of Default has occurred and is continuing; (e) a Net Earnings Certificate showing the Net Earnings of the Company for the period therein specified to have been not less than an amount equal to two (2) times the Annual Interest Requirements therein specified, all in accordance with the provisions of Section 1.4; and (f) an Expert’s Certificate dated as of a date not more than ninety (90) days prior to the date of the Company Order requesting the authentication and delivery of such Securities, substantially as required by Section 4.2(b)(ii), in connection with the issuance of Securities on the basis of Property Additions; and (g) an Opinion of Counsel substantially as required by Section 4.2(b)(v), in connection with the issuance of Securities on the basis of Property Additions; provided, however,...
Sample 1
Issuance of Initial Securities. Subject to the terms and conditions set forth in this Agreement, on the Initial Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase the Initial Securities. Delivery of the Initial Securities to be purchased by the Purchaser pursuant to this Agreement shall be made, pursuant to Section 4.5, on the Initial Closing Date by the Company to the Purchaser, against payment of the Initial Purchase Price.
Sample 1
Issuance of Initial Securities. Subject to the terms of this Agreement and a budget agreed to by the board of directors, the Company will issue the following Securities within ten (10) Business Days of the date of this Agreement: 2.4.1 An aggregate of 18,000,000 shares of its Common Stock equaling 60% of the issued and outstanding shares of the Company’s Common Stock after giving effect to the shares issued pursuant to Section 2.4.2 below to the investors (the “Investors”) who are currently members of TDS, in the amounts as set forth next to each Investor’s name on attached Schedule 2.4.1 in consideration of $100,000 previously invested, the sale by TDS of all of the right, title and interest in and to certain of the Assets to the Company and execution by the Investors of the Revolving Credit Agreement, a copy of which is attached as Exhibit A and made a part hereof, to loan up to $2,500,000. The foregoing loan will be repaid solely from the proceeds of the sale of additional Authorized Securities. 2.4.2 12,000,000 shares of its Common Stock equaling 40% of the total issued and outstanding shares of the Company’s Common Stock to GL or his assigns in exchange for GL executing the Employment Agreement described in Article 3 below. It is agreed between the parties that the valuation of the Company as of the date of the issuance of these shares is $300,000 and the valuation of the shares issued to GL and assigns is $120,000.
Sample 1
Issuance of Initial Securities. The Initial Securities are being issued and sold by the Company to the Initial Purchasers pursuant to the Purchase Agreement. The Senior Notes shall be issued in the aggregate principal amount of $350,000,000 and shall mature on April 1, 2009. The Senior Debentures shall be issued in the aggregate principal amount of $400,000,000 and shall mature on April 1, 2029.
Sample 1

Related to Issuance of Initial Securities

  • Initial Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, that number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

  • Issuance of Additional Securities Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor.

  • Upon Issuance of Additional Securities Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

  • Issuance of the Securities The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Additional Securities If such Pledgor shall receive by virtue of its being, becoming or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Issuance of Units By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed in the Schedules to the Reference Trust Agreement and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Reference Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a Letter of Credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. Effective as of the Evaluation Time on October 1, 2014, in the event that the aggregate value of Securities in the Trust has increased since the evaluation on September 30, 2014, the Trustee shall issue such number of additional Units to the Unitholder of outstanding Units as of the close of business on October 1, 2014, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, including the additional Units issued pursuant to this sentence); in the event that the aggregate value of Securities in the Trust Fund has decreased since the evaluation on September 30, 2014, there will be a reverse split of the outstanding Units, and said Unitholder will surrender to the Trustee for cancellation such number of Units, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, reflecting cancellation of Units pursuant to this sentence). The Trustee hereby agrees that on the date of any deposit of additional Securities pursuant to Section 2.05 it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited. (24) Section 2.01 is hereby amended and replaced in its entirety with the following:

  • Issuance of Additional Notes The Issuers shall be entitled, subject to their compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Initial Issuance Date, other than with respect to the date of issuance, issue price and the date from which interest begins to accrue. The Initial Notes issued on the Initial Issuance Date, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, consents, directions, declarations, amendments, redemptions and offers to purchase. With respect to any Additional Notes, the Issuers shall set forth in an Officers’ Certificate, which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP number and any corresponding ISIN of such Additional Notes; and (3) whether such Additional Notes shall be Transfer Restricted Securities and issued in the form of Initial Notes as set forth in Exhibit 1 to the Appendix to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to the Appendix.

  • Issuance of the Bonds The Authority shall issue the Bonds under and in accordance with the Indenture, subject to the provisions of the bond purchase agreement among the Authority, the initial purchaser or purchasers of the Bonds and the Company. The Company hereby approves the issuance of the Bonds and all terms and conditions thereof.

  • Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 943,396 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

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