Original Issuance of Warrants Sample Clauses

Original Issuance of Warrants. (a) On the Original Issue Date, one or more Global Warrant Certificates evidencing the Warrants shall be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign (by manual or electronic signature) and deliver such Global Warrant Certificates for original issuance to the Depositary, or its custodian, for crediting to the accounts of its participants for the benefit of the holders of beneficial interests in the Warrants on the Original Issue Date pursuant to the Applicable Procedures of the Depositary on the Original Issue Date. (b) Except as set forth in Section 2.4, Section 3.2(d), Section 6 and Section 8, the Global Warrant Certificates delivered to the Depositary (or a nominee thereof) on the Original Issue Date shall be the only Warrant Certificates issued or outstanding under this Agreement. (c) Each Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one (1) share of Common Stock, subject to adjustment as provided in Section 5.
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Original Issuance of Warrants. On the Initial Issue Date, there will be originally issued an aggregate of twelve million three hundred thirty-eight thousand and sixty-two (12,338,062) Warrants, which Warrants will be initially registered in the name of the purchasers listed on Schedule I to the Purchase Agreement.
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Original Issuance of Warrants. (a) On the Original Issue Date, the Company shall issue to each Initial Holder its pro-rata share of the Warrants under the Plan by (i) book-entry registration on the books of the Warrant Agent (the “Book-Entry Warrants”), registered in the names of the Initial Holders of such Warrants and, upon the Company’s written instruction to the Warrant Agent, evidenced by Warrant Statements issued to such Initial Holders and/or (ii) by delivery of one or more Definitive Warrant Certificates evidencing Warrants, which shall be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall, upon receipt of a Company Order and at the direction of the Company set forth therein, countersign (in manual or facsimile form) and deliver such Definitive Warrant Certificates for original issuance to the Initial Holders thereof; in each case, in accordance with the terms of this Agreement. (b) Each Warrant Statement or Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one share of Common Stock, subject to adjustment as provided in Section 5.
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Original Issuance of Warrants. (a) On the Closing Date, one or more Global Warrant Certificates evidencing the Warrants equal to 12,345,679 Class B Warrants (the “Class B Warrants”), (each such Warrant to be subject to adjustment from time to time as described herein), in accordance with the terms of this Warrant Agreement and the Plan, shall be executed by the Company and delivered to the Warrant Agent for countersignature, along with an Authentication Order, and the Warrant Agent shall countersign and deliver such Global Warrant Certificates for issuance to the Depositary, or its custodian, for crediting to the accounts of its participants for the benefit of the Warrantholders, as the Beneficial Owners of the Warrants, pursuant to the Applicable Procedures of the Depositary on the Closing Date. Each Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Common Share, subject to adjustment as provided in Article 4. (b) Each Warrant shall be exercisable for one fully paid and nonassessable Common Share (subject to adjustment under Article 4) upon payment of the applicable Exercise Price for each such Common Share so receivable upon exercise of such Warrant and compliance with the procedures set forth in this Warrant Agreement. On the Closing Date, the Warrant Agent shall register all of the Warrants in the Warrant Register. The Warrants shall be dated as of the Closing Date and, subject to the terms hereof, shall be the only Warrants issued or outstanding under this Warrant Agreement as of the Closing Date. (c) All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to their respective benefits under this Warrant Agreement, without preference, priority, or distinction on account of the actual time of the issuance and authentication or any other terms thereof. Each Warrant shall be, and shall remain, subject to the provisions of this Warrant Agreement until such time as such Warrant shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof. Each Warrantholder shall be bound by all of the terms and provisions of this Warrant Agreement as fully and effectively as if such Warrantholder had signed the same.
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Original Issuance of Warrants. On the Initial Issue Date, there will be originally issued Warrants having an initial aggregate of [ • ] Underlying Shares, which Warrants will be initially registered in the name of [ • ]. For the avoidance of doubt, the number of Underlying Shares for the Warrants is subject to adjustment pursuant to Section 5(e)(i)(6).
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Original Issuance of Warrants. (a) On the terms and subject to the conditions of this Agreement and in accordance with the terms of the Plan, on the Original Issue Date the Company will contribute the Warrants to NMG Intermediate LLC, which will immediately contribute the Warrants to NMG Holding Company, Inc., which will thereafter merge with Neiman Marcus Group LTD LLC and will issue to holders of Second Lien Notes Claims (as defined in the Plan) the Warrants in global form registered in the name of Cede & Co., as nominee for DTC, by causing DTC (subject to Section 2.1(b)) to credit the account or accounts in which such holders held their respective Second Lien Notes (as defined in the Plan) immediately prior to the effective time of the Plan (the “Plan Effective Time”) the aggregate number of Warrants to be issued hereunder, pro rata based on the number of Second Lien Notes held by each such holder immediately prior to the Plan Effective Time. (b) Prior to the Original Issue Date or as soon as reasonably practicable thereafter (but in any event no later than 10 Business Days after the Original Issue Date), the Company shall (a) cause the Warrants to be declared eligible for clearance and settlement through DTC, (b) pay or cause to be paid all expenses and application fees incurred in connection with the approval of the Warrants for book-entry transfer by DTC and (c) cause DTC to credit the Warrants to the account or accounts in which the holders of Second Lien Notes Claims held their respective Second Lien Notes in accordance with Section 2.1(a).
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Original Issuance of Warrants. On the Initial Issue Date, there will be originally issued (i) Warrants having an initial aggregate of one million nine hundred seventy four thousand nine hundred five (1,974,905) Underlying Shares (the “First Tranche Warrants”); and (ii) Warrants having an initial aggregate of four million six hundred eight thousand one hundred twelve (4,608,112) Underlying Shares (the “Second Tranche Warrants”). Such Warrants will be initially registered in the name of CPPIB Credit Investments III Inc. For the avoidance of doubt, the number of Underlying Shares of each of the First Tranche Warrants and the Second Tranche Warrants is subject to adjustment pursuant to Section 5(g)(i)(6).
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Original Issuance of Warrants. (a) On the Original Issue Date and subject to the terms and conditions set forth in this Agreement, in accordance with the terms of the Plan, the Warrant Agent shall issue and register the Warrants in the names of the respective Holders thereof in book-entry positions on the books of the Warrant Agent, in such denominations and otherwise in accordance with the instructions delivered to the Warrant Agent by the Company. The Warrants so issued and registered shall be reflected on statements issued by the Warrant Agent to the Holders. (b) Except as set forth in Section 3.2(d), Section 6 and Section 8, the Warrant Certificates issued and registered by the Warrant Agent on the Original Issue Date shall be the only Warrant Certificates issued or outstanding under this Agreement. (c) Each Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one share of Common Stock, subject to adjustment as provided in Section 5.
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Original Issuance of Warrants 
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Related to Original Issuance of Warrants

  • Issuance of Warrants [If Warrants alone —Upon issuance, each Warrant Certificate shall evidence one or more Warrants.] [If Other Securities and Warrants —Warrant Certificates will be issued in connection with the issuance of the Other Securities but shall be separately transferable and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Security. [

  • Original Issuance of Notes 3 Section 2.01 Form..............................................................................3 Section 2.02 Execution, Authentication and Delivery............................................3 Section 2.03

  • Reissuance of Warrants Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant representing the right to purchase the Warrant Shares then underlying this Warrant (subject to the provisions of Section 1(f)).

  • Issuance of Warrant The issuance of the Warrant is duly authorized and 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.

  • ORIGINAL ISSUE OF DEBENTURES Debentures in the aggregate principal amount of up to $__________ may, upon execution of this Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Debentures to or upon the written order of the Company, signed by its Chairman, its Vice Chairman, its President, or any Vice President and its Treasurer or an Assistant Treasurer, without any further action by the Company.

  • Issuance of Warrant Shares (a) The Warrant Agent shall on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. (b) Upon the Warrant Agent’s receipt, at or prior to the close of business on the Expiration Date, of the executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise no later than the Warrant Share Delivery Date.

  • Additional Issuance of Securities So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written consent of the Required Holders, issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes or the Warrants. The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the Applicable Date (provided that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that (1) such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein, (2) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 20% of the Common Stock issued and outstanding immediately following the Spin-Off (as defined in the Note) and (3) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the Conversion Shares; provided, that the terms of the Notes are not amended, modified or changed on or after the date hereof, (iv) the Warrant Shares; provided, that the terms of the Warrants are not amended, modified or changed on or after the date hereof, (v) any Common Stock issued or issuable by the Company on or prior to the Closing in a Permitted Subsequent Placement (as defined in the Warrants); provided, that the terms of the Permitted Subsequent Placement are not amended, modified or changed on or after the date hereof, (vi) shares of Common Stock issued pursuant to acquisitions or strategic transactions, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, (1) but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (2) all such issuances after the date hereof pursuant to this clause (vi) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately following the Spin-Off (as defined in the Notes) and (vii) as set forth in Schedule 4(k), provided that such securities set forth in Schedule 4(k)(i) are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein (each of the foregoing in clauses (i) through (vii), collectively the “Excluded Securities”). “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.

  • Additional Issuances There are no outstanding agreements or preemptive or similar rights affecting the Company's common stock or equity and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any shares of common stock or equity of the Company or other equity interest in any of the subsidiaries of the Company, except as described in the Reports or Other Written Information.

  • Issue of Warrants Section 2.1 Creation and Issue of Warrants 6 Section 2.2 Terms of Warrants. 7 Section 2.3 Warrantholder not a Shareholder. 7 Section 2.4 Warrants to Rank Pari Passu. 7 Section 2.5 Form of Warrants, Certificated Warrants. 7 Section 2.6 Book Entry Only Warrants 8 Section 2.7 Warrant Certificate. 10 Section 2.8 Legends. 11 Section 2.9 Register of Warrants. 14 Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc. 15 Section 2.11 Exchange of Warrant Certificates 15 Section 2.12 Transfer and Ownership of Warrants. 16 Section 2.13 Cancellation of Surrendered Warrants. 17

  • 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.

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