Late Issuance Sample Clauses

Late Issuance. Upon conversion of this Convertible Debenture, in whole or in part, if the Holder does not receive the Common Shares within three (3) trading days after the conversion of this Convertible Debenture (a “Late Issuance”), the Corporation shall pay to the Holder the greater of (i) one thousand dollars (CAD$1,000) per trading day of delay in the delivery of the Common Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Common Shares four (4) trading days after the conversion of this Convertible Debenture and the closing price of the Common Shares on the trading day immediately prior to the date on which the relevant Common Shares are effectively issued to the Holder, for each new Common Share which was issued upon the relevant conversion of the Debentures. Notwithstanding the foregoing, if, prior to the delivery of the relevant Common Shares to the Holder, an Event of Default occurs of the type described in clause (ii) of the definition thereof and the Holder elects to require the Corporation to immediately to pay in cash all or any of this Convertible Debenture in respect of such Late Issuance in accordance with Section 2.1(b), then the Corporation shall pay to the Holder the amount calculated in accordance with this Section 2.6, up to and including the date the Holder’s notice to the Corporation of its redemption election is to be delivered pursuant to Section 2.1(b) concurrently with the redemption payment for the amount of the Outstanding Principal of this Convertible Debenture so redeemed. The Corporation shall pay any payments incurred under this section in immediately available funds upon demand.
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Late Issuance. Upon exercise of the right to subscribe and purchase Warrants Shares as provided herein, in whole or in part, if the Holder does not receive the Common Shares within ten
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Late Issuance. Upon conversion of the Debentures or exercise of the Warrants, if the Investor does not receive the relevant Common Shares within three (3) trading days after the date of such conversion or exercise (as applicable, a Late Issuance), the Corporation shall pay to the Investor the greater of (i) one thousand dollars ($1,000) per trading day of delay in the delivery of the Common Shares; and (ii) an amount equal to the difference (if positive) between the closing price of the Common Shares four (4) trading days after the date of such conversion or exercise, as applicable, and the closing price of the Common Shares on the trading day immediately prior to the date on which the relevant Common Shares are issued to the Investor, for each new Common Share which was issued upon the relevant conversion of the Debentures or the relevant exercise of the Warrants, as applicable. Notwithstanding the foregoing, if, prior to the delivery of the relevant Common Shares to the Investor, an Event of Default occurs of the type described in clause (ii) of the definition thereof and the Investor elects to require the Corporation to immediately redeem in cash all or any of its Debentures subject to the conversion in respect of such Late Issuance in accordance with Section 2.2(d), then the Corporation shall pay to the Investor the amount calculated in accordance with this Section 2.2(e), up to and including the date the Investor’s notice to the Corporation of its redemption election is to be delivered pursuant to Section 2.2(d) concurrently with the redemption payment for the Debentures so redeemed. The Corporation shall pay any payments incurred under this section in immediately available funds upon demand.
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Late Issuance. Upon exercise of the right to subscribe and purchase Warrants Shares as provided herein, in whole or in part, if the Holder does not receive the Common Shares within ten (10) trading days (a “Late Issuance”), the Corporation shall pay to the Holder the greater of (i) one thousand dollars (US$1,000) per trading day of delay in the delivery of the Common Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Common Shares eleven (11) trading days after delivery of the executed Subscription Form and the closing price of the Common Shares on the trading day immediately prior to the date on which the relevant Common Shares are effectively issued to the Holder, for each new Common Share which was issued upon the relevant exercise of the right to subscribe and purchase Warrants Shares. For the purpose of this Section 17 only, “trading day” has the meaning specified in the Subscription Agreement.
Sample 1
Late Issuance. Upon conversion of the Debentures and the exercise of the Warrants, in whole or in part, if the Investor does not receive a copy of the DRS advice reflecting the issuance of the relevant Common Shares to be issued with respect to the conversion of such Debentures and/or exercise of such Warrants within two (2) Business Days following the delivery of a Conversion Notice or Warrant Exercise Notice (as applicable, a “Late Issuance”), the Corporation shall pay to the Investor the greater of (i) one thousand dollars ($1,000) per Business Day of delay in the delivery of the DRS advice with respect to the relevant Common Shares; and (ii) for each Common Share issued upon the conversion of the Debentures or the exercise of the Warrants, as applicable, an amount equal to the difference (if positive) between (a) the closing price of the Common Shares two (2) Business Days after the date of delivery of the Conversion Notice or Warrant Exercise Notice, as applicable, and (b) the closing price of the Common Shares on the Business Day immediately prior to the date on which the DRS advice with respect to the relevant Common Shares is received by the Investor. Notwithstanding the foregoing, in connection with a Late Issuance, if, prior to the delivery to the Investor of the DRS advice with respect to the relevant Common Shares, an Event of Default occurs of the type described in clause (ii) of the definition thereof and the Investor elects to require the Corporation to immediately redeem in cash all or any of its Debentures in respect of such Late Issuance in accordance with Section 2.3.4, then the Corporation shall pay to the Investor the amount calculated in accordance with this Section 2.3.5, up to and including the date the Investor’s notice to the Corporation of its redemption election is to be delivered in accordance with the terms of the Debentures concurrently with the redemption payment for the Debentures so redeemed. The Corporation shall pay any payments incurred under this section in immediately available funds upon demand.
Sample 1
Late Issuance. Upon conversion of Debentures, if the holder does not receive the relevant Common Shares within five (5) trading days (a Late Issuance), the Corporation shall pay to the holder the greater of (i) one thousand dollars ($1,000) per trading day of delay in the delivery of the Common Shares; and (ii) an amount equal to the difference (if positive) between the closing price of the Common Shares six (6) trading days after the Conversion Notice date and the closing price of the Common Shares on the trading day immediately prior to the date on which the relevant Common Shares are issued to the holder, for each new Common Share which was issued upon the relevant conversion of the Debentures. Notwithstanding the foregoing, if, prior to the delivery of the relevant Common Shares to the holder, an Event of Default occurs of the type described in clause
Sample 1
Late Issuance. Upon exercise of the Warrants, in whole or in part, if the Holder does not receive a copy of the DRS advice reflecting the issuance of the relevant Warrant Shares to be issued with respect to the exercise of such Warrants within two (2) Business Days following the delivery of an Exercise Notice (a “Late Issuance”), the Company shall pay to the Holder the greater of (i) one thousand dollars ($1,000) per business day of delay in the delivery of the DRS advice with respect to the relevant Warrant Shares; and (ii) for each new Warrant Share which was issued upon the relevant exercise of the Warrants, an amount equal to the difference (if positive) between‌ (a) the closing price of the Common Shares two (2) business days after the date of delivery of the Exercise Notice, and (b) the closing price of the Common Shares on the business day immediately prior to the date on which the DRS advice with respect to the relevant Common Shares is received by the Holder. The Corporation shall pay any payments incurred under this section in immediately available funds upon demand. For the purpose of this Section 18 only, “business day” shall mean a day during which the CSE (or such other recognized stock exchange where the Common Shares are then normally listed and traded) are open for business; provided that “business day” shall not include any day: (i) on which the Common Shares are scheduled to trade on such market(s) for less than 5.5 hours (for the avoidance of doubt, any day during which there would be no effective trading would still be considered as a “business day” if the lack of trading is not due to a suspension requested by the Company or the stock exchange); or (ii) on which the Common Shares are suspended from trading at the request of the Company or the stock exchange during the final hour of trading on such market(s), unless such day is otherwise designated as a “business day” in writing by the Holder.
Sample 1
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Related to Late Issuance

  • Issuance Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

  • Issuance Fee In addition to the foregoing commission, the Borrower shall pay to the Administrative Agent, for the account of the Issuing Lender, an issuance fee with respect to each Letter of Credit as set forth in the Fee Letter. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent.

  • Initial Issuance To obtain the Credit for the first Taxable Year, the Company shall do the following on or before 90 days after the end of the first Taxable Year: 1. The Company shall notify the Department on the form attached hereto as Exhibit D (or substantially similar to such form) when all of the following has occurred: (a) the Project has been Placed in Service; (b) the Capital Improvements required by Section IV.B have been made; (c) the New Employees have been hired, including satisfying the applicable Payroll and Occupation obligations, as required by Section IV.C; and (d) if applicable, the minimum number of Retained Employees have been retained by the Company, including satisfying the applicable Payroll and Occupations obligations, as required by Section IV.D. 2. The Company shall provide to the Department proof as required by the Department, including but not limited to a certified attestation by the Company, payroll records and an audit performed by an independent, licensed certified public accounting firm, that the Company has done all of the following prior to the end of the first Taxable Year: a) made the Capital Improvements specified in Section IV.B; b) hired the New Employees specified in Section IV.C, accompanied by the information substantially in the form set forth in Exhibit E; c) if applicable, retained the Retained Employees specified in Sections IV.D, accompanied by the information substantially in the form set forth in Exhibit E; and d) achieved the level of Payroll in Illinois specified in Section IV.C(ii) and, if applicable, Section IV.D(ii) accompanied by the information substantially in the form set forth in Exhibit E.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Share Issuance Until the Expiration Date, if the Company shall issue any Common Stock except for the Excepted Issuances (as defined in the Subscription Agreement), prior to the complete exercise of this Warrant for a consideration less than the Purchase Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issue, the Purchase Price shall be reduced to such other lower issue price. For purposes of this adjustment, the issuance of any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance of the above-described security, debt instrument, warrant, right, or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Purchase Price in effect upon such issuance. The reduction of the Purchase Price described in this Section 3.4 is in addition to the other rights of the Holder described in the Subscription Agreement.

  • 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.

  • Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Debenture as required pursuant to the terms hereof.

  • Stock Issuance (a) The Company shall issue the Award Shares in book entry form, registered in your name with notations regarding the applicable restrictions on transfer imposed under this Agreement; provided, however, that the Company may, in its discretion, elect to issue such shares in certificate form as provided below. (b) Any certificates representing the Award Shares that may be delivered to you by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such Award Shares have lapsed and the Award Shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear a legend as contemplated by this Section 5. (c) Promptly after the vesting of the Award Shares pursuant to this Agreement, the Company shall, as applicable, either remove the notations on any shares issued in book entry form which have vested or deliver to you a certificate or certificates evidencing the number of Award Shares which have vested. (d) If the Company elects to issue you certificates, you shall be required to execute a stock power, in the form attached as Exhibit A, with respect to the Award Shares. The Company shall not deliver any certificates in accordance with this Agreement unless and until the Company shall have received such stock power executed by you. You, by acceptance of this award, shall be deemed to appoint, and you do so appoint by execution of this Agreement, the Company and each of its authorized representatives as your attorney(s)-in-fact to effect any transfer of unvested forfeited Award Shares (or Award Shares otherwise reacquired by the Company hereunder) to the Company as may be required pursuant to the Plan or this Agreement and to execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer. (e) Until the Award Shares become vested, any share certificates or book entry positions representing such shares will include a legend to the effect that you may sell, pledge, assign or otherwise directly or indirectly dispose of or transfer the Award Shares and the Award Shares are subject to the provisions of this Agreement and the Plan.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Request for Issuance (i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice thereof. Each such notice by the Borrower of an Issuance of a Letter of Credit (a “Notice of Issuance”) shall be accompanied by a letter of credit application, appropriately completed and signed by a Responsible Officer (or designee thereof) of the Borrower and may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank, specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Each Letter of Credit shall be issued pursuant to such form of an application and agreement for issuance or amendment of a letter of credit as is used from time to time by such Issuing Bank (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank shall, unless such Issuing Bank has received written notice from any Lender or the Agent, at least one Business Day prior to the requested date of Issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 3.04 shall not then be satisfied, then, subject to the terms and conditions hereof, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may reasonably require. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in this Agreement, the Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. (ii) The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

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