Refused Securities Clause Samples

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Refused Securities. In the event that Notices of Acceptance are not ------------------ given by the Purchaser in respect of its entire proportionate percentage of the Offered Securities, the Company shall have 90 days from the expiration of the foregoing 20-day period, to sell all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchaser (the "Refused Securities") to any other person or persons, but only upon terms and conditions in all respects, including without limitation, unit price and interest rates, which are no more favorable, in the aggregate, to such other person or persons or less favorable to the Company that those set forth in the Offer. Upon the closing, which shall include full payment to the Company, of the sale to such other person or persons of all the Refused Securities, the Purchaser shall purchase from the Company, and the Company shall sell to the Purchaser the Offered Securities in respect of which Notices of Acceptance were delivered to the Company by the Purchaser, at the terms specified in the Offer.
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Refused Securities. The Company may sell any New Securities not subscribed for by Purchaser in accordance with Sections 2.2 and 2.3 to any Person or Persons at a price not less, and upon terms no more favorable to the offeree, than those specified in the Offer Notice. To the extent such New Securities are not sold prior to the scheduled closing of the offering, such New Securities shall not be offered unless first reoffered to Purchaser in accordance with this ARTICLE 2.
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Refused Securities. The Company (or Acquisition Counterparty, as applicable) shall have two (2) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Holder (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with the Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto.
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Refused Securities. The Company shall have three months from the expiration of the ▇▇▇▇▇▇ Offer Period or the Stock Offer Period, as applicable, to sell all or any of such New Securities which ▇▇▇▇▇▇ has not purchased pursuant to Section 5(b) or 5(c), as applicable (the "Refused Securities"), to any other Person(s), but only at a price no less than 95% of the price per share set forth in the ▇▇▇▇▇▇ Offer or the Stock Offer, as applicable, and upon such other terms and conditions, which are no more favorable to such other Person(s) or less favorable to the Company than those set forth in the ▇▇▇▇▇▇ Offer or the Stock Offer, as applicable. Upon the closing, which shall include full payment to the Company, of the sale to such other Person(s) of all the Refused Securities, ▇▇▇▇▇▇ shall purchase from the Company, and the Company shall sell to ▇▇▇▇▇▇, the New Securities in respect of which a ▇▇▇▇▇▇ Notice of Acceptance or Stock Notice of Acceptance, as applicable, was delivered to the Company by ▇▇▇▇▇▇ at the terms specified in the ▇▇▇▇▇▇ Offer or the Stock Offer, as applicable.
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Related to Refused Securities

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • New Securities “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

  • Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Company Securities Except as set forth in this Section 5.6, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interest in (including voting debt), the Company; (ii) no outstanding securities of the Company convertible into or exchangeable or exercisable for shares of capital stock of, or other equity or equity-based right or interest or voting interest (including voting debt) in, the Company; (iii) no outstanding options, warrants, other equity or equity-based rights or other rights or binding arrangements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in (including voting debt), or any securities convertible into or exchangeable for such shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any such option, equity or equity-based right, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Common Stock, the “Company Securities”); (vi) no voting trusts (other than the Support Agreements), proxies or similar Contracts to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) except as provided in the Charter or the Bylaws, no obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company to make any payments based on the price or value of any Company Securities. The Company is not party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Common Stock. The Company does not have a stockholder rights plan in effect.

  • Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.