No Issuance or Disposition of Securities Sample Clauses

No Issuance or Disposition of Securities. Signature will not ---------------------------------------- (i) authorize or issue any shares of such corporation's capital stock or other equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such shares or other equity securities except pursuant to the exercise of options, warrants or other rights which are outstanding on the date of the Agreement and disclosed herein or the Schedules hereto, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such shares or other equity securities, (iii) create or issue any options, warrants or rights to purchase any such convertible securities, (iv) pledge, assign, transfer or otherwise dispose of or encumber any shares of, or any options, warrants or rights to purchase any shares of, any equity securities of Signature, or (v) split, combine or reclassify any equity securities of Signature.
Sample 1
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No Issuance or Disposition of Securities. The Selling Group ---------------------------------------- Shareholders shall not permit or cause SSII, SPII, NWI, or NII to (i) authorize or issue any shares of its capital stock or other equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such shares or other equity securities, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such shares or other equity securities, or (iii) create or issue any options, warrants or rights to purchase any such convertible securities. The Selling Group Shareholders will not pledge, assign, transfer or otherwise dispose of or encumber any shares of or any options, warrants or rights to purchase the capital stock of SSII, SPII, NWI, or NII. The Selling Group Shareholders shall not permit or cause SSII, SPII, NWI, or NII to split, combine, or reclassify any capital stock or other equity securities of SSII, SPII, NWI, or NII. The Selling Group Shareholders shall not permit or cause SSII, SPII, NWI, or NII to (i) authorize or issue any equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such equity securities, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such equity securities, or (iii) create or issue any options, warrants or rights to purchase any such convertible securities.
Sample 1
No Issuance or Disposition of Securities. Without the express written ---------------------------------------- consent of AMS the CII Shareholders shall not permit or cause CII to (i) authorize or issue any shares of its capital stock or other equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such shares or other equity securities, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such shares or other equity securities, or (iii) create or issue any options, warrants or rights to purchase any such convertible securities. The CII Shareholders will not pledge, assign, transfer or otherwise dispose of or encumber any shares of or any options, warrants or rights to purchase the CII Stock. The CII Shareholders shall not permit or cause CII to split, combine, or reclassify any capital stock or other equity securities of CII. The CII Shareholders shall not permit or cause CII to (i) authorize or issue any equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such equity securities, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such equity securities, or (iii) create or issue any options, warrants or rights to purchase any such convertible securities.
Sample 1
No Issuance or Disposition of Securities. The NPLI Shareholders shall ---------------------------------------- not permit or cause NPLI to (i) authorize or issue any shares of its capital stock or other equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such shares or other equity securities, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such shares or other equity securities, or (iii) create or issue any options, warrants or rights to purchase any such convertible securities. The NPLI Shareholders will not pledge, assign, transfer or otherwise dispose of or encumber any shares of or any options, warrants or rights to purchase the NPLI Stock. The NPLI Shareholders shall not permit or cause NPLI to split, combine, or reclassify any capital stock or other equity securities of NPLI. The NPLI Shareholders shall not permit or cause NPLI to (x) authorize or issue any equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such equity securities, (y) create or issue any securities directly or indirectly convertible into or exchangeable for any such equity securities, or (z) create or issue any options, warrants or rights to purchase any such convertible securities.
Sample 1

Related to No Issuance or Disposition of Securities

  • Disposition of Securities The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under the Transaction Documents and registration statement, if any.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Acceleration of Securities If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration.

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Valuation of Securities Securities shall be valued in accordance with (a) the Fund's Registration Statement, as amended or supplemented from time to time (hereinafter referred to as the "Registration Statement"); (b) the resolutions of the Board of Trustees of the Fund at the time in force and applicable, as they may from time to time be delivered to FUND ACCOUNTING, and (c) Proper Instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees of the Fund to give instructions with respect to computation and determination of the net asset value. FUND ACCOUNTING may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the Fund shall have approved such use in advance.

  • REDEMPTION OF SECURITIES SECTION 1101.

  • SUBORDINATION OF SECURITIES SECTION 1201.

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

  • Reservation of Securities The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized shares.

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