Primary Shares Sample Clauses

Primary Shares. On the basis of the representations, warranties and covenants contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Fund, at the price per share set forth in Schedule B, the number of Primary Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Primary Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
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Primary Shares. In consideration of the mutual covenants set forth in the Distributor's Contract dated December 1, 1993 between Federated Insurance Series (formerly, Insurance Management Series) and Federated Securities Corp., Federated Insurance Series (formerly, Insurance Management Series) executes and delivers this Exhibit on behalf class of shares of the Fund first set forth in this Exhibit. Witness the due execution hereof this 1st day of September, 2015. By: /s/ J. Xxxxxxxxxxx Xxxxxxx Name:. J. Xxxxxxxxxxx Xxxxxxx Title: President By:/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President The following provisions are hereby incorporated and made part of the Distributor's Contract dated December 1, 1993, between Federated Insurance Series and Federated Securities Corp. with respect to the Class of shares of the Portfolios set forth above.
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Primary Shares. The term "Primary Share" when used with respect to any Piggyback Registration means (i) all ServiceMaster Shares which ServiceMaster desires to sell in such registration and (ii) all ServiceMaster Shares to be included in such registration pursuant to any agreements made by ServiceMaster with the approval of one or more of its General Partners or by its Board of Directors (as the case may be) which entitles the holders of such ServiceMaster Shares to require ServiceMaster to file a registration statement with respect to such ServiceMaster Shares.
Sample 1Sample 2
Primary Shares. (i) Subject to the terms and conditions set forth herein, the closing ("Primary Closing") of the purchase of 6,000,000 of the Shares (the "Primary Shares") shall take place at the offices of Fulbright & Jaworski L.L.P., 1301 McKinnex, Xxxxx 5100, Hoxxxxx, Xxxxx, xx 9:00 A.M., local time, immediately following the initial closing of the transactions contemplated by the Underwriting Agreement (the "Initial Closing") or such other date as the parties may agree (the "Primary Closing Date"). The Initial Closing shall occur not later than the third (fourth if the pricing occurs after 4:30 p.m. New York City time) business day after the date of the execution of the Underwriting Agreement. (ii) At the Primary Closing, Shell shall deliver to the Company the certificate or certificates representing the Primary Shares, duly endorsed in blank or accompanied by separate stock powers so endorsed. (iii) The Company shall direct the underwriters of the Offering to pay the Purchase Price for the Primary Shares on the Primary Closing Date by wire transfer of immediately available funds to an account designated by Shell (the number for which account shall have been furnished to the Company at least one business day prior to the Primary Closing Date). (iv) The parties acknowledge that the Company expects to offer 12,000,000 shares of Common Stock in the Offering, excluding the Over-allotment Option. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the number of Primary Shares to be purchased at the Primary Closing shall be reduced in accordance with this Section 1(a)(iv), if and as applicable. If the Company is unwilling or unable to sell all of such shares in the Offering, the first $30,000,000 of net proceeds from the Offering after underwriting discounts and commissions and expenses of the Offering shall be solely for the account of the Company and shall not be used to purchase any of the Shares. To the extent the net proceeds from the Offering after underwriting discounts and commissions and expenses of the Offering exceed $30,000,000, but are less than $60,000,000, such net proceeds in excess of $30,000,000 up to $60,000,000, to the extent of such excess but subject to the following two sentences, shall be used by the Company to purchase up to all of the Primary Shares that can be purchased at the Purchase Price. To the extent the net proceeds from the Offering exceed $60,000,000, one-half of the amount of such net proceeds over $60,000,0...
Sample 1
Primary Shares. The term "Primary Shares" when used with respect to any Piggyback Registration means (i) all Voting Stock which Mutual desires to sell in such registration and (ii) all Voting Stock to be included in such registration pursuant to any agreements made by Mutual with the approval of its Board of Directors which entitles the holders of such Voting Stock to require Mutual to file a registration statement with respect to such Voting Stock.
Sample 1
Primary Shares. The Primary Shares to be issued by the Company and subscribed for by Mxxxxxx Lxxxx have been duly authorized for issuance to and subscription by Mxxxxxx Lxxxx. Upon completion of the Subscription Procedures described above, the Primary Shares subscribed for by Mxxxxxx Lxxxx will be validly issued and fully paid and non-assessable. No holder of the Primary Shares will be subject to personal liability by reason of being such a holder, and the issuance of the Primary Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. There are no agreements or other instruments to which the Company is a party that would impair the ability of the Company to issue the Primary Shares to be subscribed for by Mxxxxxx Lxxxx pursuant to this Agreement or restrict the subsequent transfer of such Primary Shares.
Sample 1
Primary Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue the Primary Shares at a subscription price per Ordinary Share as set forth in Schedule C hereto in accordance with applicable laws of the French Republic, and Mxxxxxx Lxxxx agrees to subscribe for all, and no less than all of the Primary Shares and pay the full subscription price therefor on the date of subscription which shall be at the Closing Time. At the Closing Time, and upon completion of the Subscription Procedures, Mxxxxxx Lxxxx shall be the owner of the Primary Shares and shall, at the request of the Underwriters, deposit such Primary Shares with the custodian of the Depositary pursuant to the terms of the Deposit Agreement against the issuance of ADRs evidencing ADSs. At the Closing Time, the Underwriters other txxx Xxxxxxx Lxxxx hereby agree to purchase from Mxxxxxx Lxxxx, as the sole subscriber of the Primary Shares, such number of Primary Shares as set forth opposite their respective names in Schedule A hereto, under the column captioned “Number of Primary Shares to be Subscribed For by Mxxxxxx Lxxxx or Purchased by the Underwriters Other txxx Xxxxxxx Lxxxx,” all in the form of ADSs, at a purchase price per Ordinary Share that is equal to the subscription price per Ordinary Share paid by Mxxxxxx Lxxxx to the Company.
Sample 1
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Primary Shares. Subject to the terms and conditions hereof (as -------------- determined below), the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company the number of Preferred Shares set forth opposite the name of such Purchaser on Schedule I hereto (said shares being herein collectively called the "Primary Shares") for the purchase price of $14.8507 per share to be paid in Common Stock of Yahoo! Inc. ("Yahoo Stock") and/or in cash, as determined by the Purchasers in their sole discretion at the time of the First and Third Closings.
Sample 1

Related to Primary Shares

  • Common Shares 4 Company...................................................................................... 4

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Shares The term “

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Common Stock 1 Company........................................................................1

  • Registrable Shares For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.

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