No Additional Securities. Except as disclosed in the Registration Statement, the Pricing Package and the Prospectus, the Company has not sold, issued or distributed any Common Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act.
No Additional Securities. Notwithstanding anything to the contrary contained herein, the Trust shall not issue any additional Certificates or issue any other form of securities. Moreover, except as provided for herein during the Funding Period or in Section 5.05(d), the Trust will not purchase, or otherwise obtain any assets after the Closing Date or reinvest amounts received with respect to the assets in the Trust.
No Additional Securities. No securities of the Company shall be issued and outstanding as of immediately prior to the Effective Time, other than the Company Capital Stock, Company Options and Company Warrants (and exercises thereof) set forth on the Spreadsheet.
No Additional Securities. The Company will not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), issue any securities prior to the completion of the Series E Preferred Stock Offering, except as required by agreements already in effect prior to the date hereof, or otherwise as required under employee stock option and employee stock purchase plans approved by the Company's shareholders.
No Additional Securities. The Borrower will not, and will not permit the Guarantors or any Associate of any of the Obligors, either individually or jointly or in concert with any other Person to acquire, or to become a part of a group which shall acquire or own, any securities of the Corporation (or securities convertible into or exchangeable or exercisable for securities of the Corporation) other than the Acquired Shares and options to purchase Common Shares acquired by the Borrower from the Corporation in the ordinary course and on a basis consistent with prior practice and Common Shares issued upon the exercise of any existing or future stock options held by the Borrower from time to time; provided that neither the acquisition of such options nor the issue of Common Shares upon the exercise of any existing or future stock options would result in a Default or Event of Default; and further provided, that the Borrower shall not exercise any such stock options unless prior thereto there shall have been delivered to the Lender a legal opinion of counsel acceptable to the Lender similar to the legal opinion to be delivered on the Closing Date as to the matter referred to in clause 6 of Schedule G taking into consideration the issue of Common Shares issuable upon such exercise; and further provided that any Common Shares issued upon the exercise of any of the Specified Options shall be forthwith delivered to the Lender in accordance with Section 10.3 accompanied by stock powers of attorney duly executed in blank with signatures guaranteed in a manner acceptable to the Lender to be held by it as part of the Collateral.
No Additional Securities. 63 Section 12.16. No Additional Indebtedness by the Trust Depositor. . . . .64 Exhibit A-1 -- Form of Certificate for Motorcycle Contracts [_____] Grantor Trust Class A Certificates Exhibit A-2 -- Form of Certificate for Motorcycle Contracts [_____] Grantor Trust Class B Certificates Exhibit B -- Form of Assignment Exhibit C-1 -- Form of Closing Certificate of Trust Depositor Exhibit C-2 -- Form of Closing Certificate of Servicer/Seller Exhibit D-1 -- Form of Opinion of Counsel for Trust Depositor Regarding General Corporate matters (including perfection opinion) Exhibit D-2 -- Form of Opinion of Counsel for Trust Depositor regarding the "true sale" nature of the transaction Exhibit D-3 -- Form of Opinion of Counsel for Trust Depositor regarding non-consolidation Exhibit E -- Form of Reserve Account Agreement Exhibit F -- Form of Certificate of Servicing Officer Exhibit G -- Form of Certificate Regarding Repurchased Contracts Exhibit H -- [Reserved] Exhibit I -- List of Contracts Exhibit J -- Form of Monthly Report to Certificateholders Exhibit K -- Seller's Representations and Warranties Exhibit L -- Lockbox Bank and Lockbox Account Exhibit M -- Form of Contract Stamp Exhibit N -- Form of Subsequent Transfer Agreement This Agreement, dated as of [_____], is made by and among eaglemark Customer Funding Corporation-[___], a nevada corporation (the "TRUST DEPOSITOR"), Eaglemark, Inc., a Nevada corporation, as Servicer (in such capacity, the "SERVICER") and Xxxxxx Trust and Savings Bank, an Illinois banking corporation ("XXXXXX") not in its individual capacity but solely as Trustee (in such capacity, the "TRUSTEE") of Eaglemark Trust [_____] (the "TRUST"). In consideration of the premises and the mutual agreements hereinafter set forth, the Trust Depositor, the Servicer and the Trustee agree as provided herein:
No Additional Securities. Other than the issuance of the Shares and the right to be issued the Additional Shares (subject to the exercise by the Investor of the Investor’s Option) as set forth in this Agreement, the Investor is not entitled to receive any other securities of the Company.
No Additional Securities. (i) As of the date of this Agreement, there are no Equity Securities of the Parent or any of its Subsidiaries outstanding, other than (A) for vesting or settlement of outstanding stock options and restricted share units granted pursuant to the Parent Incentive Plans outstanding on the date hereof and described in Section 3.1(c) or (B) as contemplated by the Transaction Agreements.
(ii) As of the date of this Agreement: (1) there are no outstanding agreements of any kind which obligate the Parent or the Issuer to repurchase, redeem or otherwise acquire any of their Equity Securities, or obligate the Parent or the Issuer to grant, extend or enter into any such agreements relating to any of their Equity Securities (other than pursuant to the Parent Incentive Plans), including any agreements granting any pre-emptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any such Equity Securities, and (2) none of the Parent or the Issuer is a party to any shareholders agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any of their Equity Securities or any other agreement relating to the disposition, voting or dividends with respect to any of their Equity Securities. There are no voting trusts or other agreements to which the Parent or the Issuer is a party with respect to the voting of any of their Equity Securities.
(iii) Other than the Transaction Agreements, as of the date of this Agreement, the Parent and the Issuer have not entered into and the Parent and the Issuer will not enter into any agreement relating to the issuance of any additional Preferred Units (including with respect to rights upon exchange of Preferred Units for Real Common Shares pursuant to the LLC Agreement or the Exchange Agreement).
No Additional Securities. Notwithstanding anything to the contrary contained herein, the Issuer shall not issue any additional Certificates or issue any other form of securities. Moreover, except as provided for in SECTION 5.05(c), the Issuer will not purchase, or otherwise obtain any assets after the Closing Date or reinvest amounts received with respect to the assets of the Issuer.
No Additional Securities. The Company agrees it will not include any additional securities of the Company (other than the Registrable Securities), and will not permit any other person or entity to include any additional securities, in the registration statement to be filed pursuant to Section 2 hereof.
