No Securities Issuance Failure Sample Clauses

No Securities Issuance Failure. With respect to Pooled Loans being placed in a Xxxxxx Xxx Security, no Securities Issuance Failure shall have occurred. SCHEDULE 1-E REPRESENTATIONS AND WARRANTIES RE: PARTICIPATION INTERESTS Seller makes the following representations and warranties to Buyer with respect to each Participation Interest as of the Purchase Date for the purchase of any Participation Interest by Xxxxx from Seller and as of the date of this Agreement and the Transactions hereunder and at all times while the Facility Documents and the Transactions hereunder are in full force and effect. With respect to those representations and warranties that are made to the best of Seller’s knowledge, if it is discovered by Seller or Buyer that the substance of such representation and warranty is inaccurate, notwithstanding Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.
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No Securities Issuance Failure. With respect to each Pooled Mortgage Loan being placed in an Agency Security, no Securities Issuance Failure shall have occurred.
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No Securities Issuance Failure. With respect to Transaction Mortgage Loans being placed in an Agency Security, no Securities Issuance Failure shall have occurred. SCHEDULE 1-B
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No Securities Issuance Failure. With respect to each Pooled Mortgage Loan being placed in an Agency Security, no Securities Issuance Failure shall have occurred. Schedule 1-B-2 LEGAL02/41029716v4 SCHEDULE 2 AUTHORIZED REPRESENTATIVES SELLER Attention: Xxxxxx Xxxxx Address: 00000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxxx, XX 00000 Telephone: *** Facsimile: *** Email: *** With a copy to: Attention: General Counsel Address: 00000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxxx, XX 00000 Telephone: *** Facsimile: *** Email: *** SELLER Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement: Name Title Signature Xxxxxxx Xxxxxxxx EVP, Chief Financial Officer Xxxxxx Xxxxx Xxxx XxxXxxxxxxx Xxxxxx Xxxxxxxx EVP, Treasurer EVP, Chief Capital Markets Officer EVP, Chief Accounting Officer Schedule 2-1 LEGAL02/41029716v4 BUYER NOTICES Bank of Montreal c/o BMO Capital Markets Corp. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxx Xxxxxxx Email: *** With a copy to: Bank of Montreal c/o BMO Capital Markets Corp. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Legal Department BUYER AUTHORIZATIONS Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Buyer under this Agreement: Name Title Signature Xxxxxxx Xxxxxxx Managing Director Xxxx Xxxxx Managing Director Xxxx Xxxxxx Managing Director LEGAL02/41029716v4 SCHEDULE 3 INDEBTEDNESS OF SELLER [see attached] Schedule 3-1 LEGAL02/41029716v4 EXHIBIT A [RESERVED] LEGAL02/41029716v4 EXHIBIT B [RESERVED] LEGAL02/41029716v4 EXHIBIT C EVIDENCE OF BUYER LISTED AS LOSS PAYEE OF SELLER’S FIDELITY INSURANCE POLICY, ERRORS AND OMISSIONS INSURANCE POLICY, AND PROFESSIONAL LIABILITY INSURANCE POLICY [SEE ATTACHED] Exhibit C-1 LEGAL02/41029716v4 EXHIBIT D
Sample 1

Related to No Securities Issuance Failure

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Dilutive Issuances For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be.

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