No-Issuance Notice Sample Clauses

No-Issuance Notice. (a) Upon the occurrence or continuance of an Event of Default, the Bank shall have the right to deliver to the Authority and the Issuing and Paying Agent a No-Issuance Notice, any such No-Issuance Notice to be in the form of Exhibit A attached hereto. Any No-Issuance Notice given by the Bank to the Authority and to the Issuing and Paying Agent in accordance with this Section shall specify the then existing Events of Default as being the reason or reasons to cease issuing, authenticating and delivering Notes (other than Notes permitted to be issued, authenticated and delivered as provided in subsection (b) of this Section). If the Bank shall, as permitted by this Section and as contemplated by the Note Authorization and the Issuing and Paying Agency Agreement, deliver a No-Issuance Notice to the Authority and the Issuing and Paying Agent on or before 8:30 a.m. New York City time on a Business Day, then the Authority shall not, and shall cause the Issuing and Paying Agent not to, issue, authenticate or deliver any Notes (other than Notes permitted to be issued, authenticated and delivered as provided in subsection (b) of this Section) from and after such Business Day until such time as all previously delivered No-Issuance Notices have been revoked by the Bank as provided in subsection (d) of this Section. The Authority shall not, under any circumstances, so long as any No-Issuance Notice remains in effect, request the Dealer to purchase or sell any Notes (other than Notes permitted to be issued, authenticated and delivered as provided in subsection (b) of this Section). (b) Subsection (a) of this Section notwithstanding, the Authority and the Issuing and Paying Agent may issue, authenticate and deliver Notes (i) on the date of receipt of a No- Issuance Notice, (ii) pursuant to a written agreement between the Authority and the Dealer to which the Bank has previously consented in writing with respect to agreements for the sale of Notes concluded by the Dealer prior to the Dealer’s receipt of notice from the Bank, the Issuing and Paying Agent or the Authority of a No-Issuance Notice, or (iii) which constitute Refunding Notes if the No-Issuance Notice permits the issuance of Refunding Notes. For purposes of this subsection, an agreement for the sale of Notes shall be deemed concluded when it has become a final agreement in accordance with the customary practice of commercial paper dealers or placement agents in New York City. Nothing in this Subsection (b) shall...
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No-Issuance Notice. The Bank Agent, acting on instructions from the Bank, may deliver a notice, in accordance with Section 8.2 hereof, to the Issuing and Paying Agent (a “No-Issuance Notice”) at any time that the Bank shall have determined that (i) the conditions precedent to the issuance of a Note set forth in Section 3.2 have not been satisfied or
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No-Issuance Notice. The Bank may, but is not required to, deliver a notice, in accordance with Section 7.02 hereof, to the Trustee (a “No-Issuance Notice”) at any time that the Bank shall have determined that an Event of Default shall have occurred and is continuing. Notwithstanding anything in this Section 3.03 which may be to the contrary, a No- Issuance Notice shall not affect the obligation of the Bank to honor demands for payment under the Letter of Credit with respect to Bonds authenticated prior to the receipt by the Trustee of such No-Issuance Notice. The Bank shall concurrently furnish a copy of any No-Issuance Notice to the Commission and the Remarketing Agents, but the failure to so provide such copy shall not render ineffective any such No-Issuance Notice.
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No-Issuance Notice. The Bank may, but is not required to, deliver a notice, in accordance with Section 7.02 hereof, to the Issuing and Paying Agent (a “No Issuance Notice”) at any time that the Bank shall have determined that an Event of Default shall have occurred and is continuing. Notwithstanding anything in this Section 7.03 which may be to the contrary, a No Issuance Notice shall not affect the obligation of the Bank to honor demands for payment under the Letter of Credit with respect to Commercial Paper Notes authenticated prior to the receipt by the Issuing and Paying Agent of such No Issuance Notice. The Bank shall concurrently furnish a copy of any No Issuance Notice to the Agency, the City and the Dealers, but the failure to so provide such copy shall not render ineffective any such No Issuance Notice.
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Related to No-Issuance Notice

  • Issuance Notice Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(a) and Section 5(b) shall have been satisfied, the Company may exercise its right to request an issuance of Shares by delivering to the Agent an Issuance Notice; provided, however, that (A) in no event may the Company deliver an Issuance Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount, plus (y) the aggregate Sales Price of all Shares issued under all previous Issuance Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Issuance Notice, the period set forth for any previous Issuance Notice shall have expired or been terminated. An Issuance Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Agent may modify the list of such persons from time to time.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance of the Units The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

  • 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.

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Valid Issuance of Stock The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration provided for herein, will be duly and validly issued, fully paid and nonassessable.

  • 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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