Securities Issuance. Pledgor shall not issue any of its stock for less than $0.05 per share, nor shall Pledgor issue any note, warrant, debenture or other security which may convert or be exercised to acquire Pledgor's stock for less than $0.05 per share, except in the case of securities issued pursuant to the Memorandum or unless the antidilution clause contained in the Loan Instruments is applicable."
Securities Issuance with the execution of this Agreement, Scopus will issue to COH (or its designees) stock certificates evidencing 200,000 validly issued, fully-paid, non-assessable shares of Common Stock and 47,965 Series X Warrants collectively representing an ownership interest of 1.1% of Scopus on a fully diluted basis, including all warrants, stock options, or other derivatives outstanding and available for grant, as of May 29, 2020 (after giving effect to the Acquisition and the issuance of these shares of Common Stock and these Series X Warrants) (COH and its designees collectively, the “COH Stockholders”).
Securities Issuance. Unless otherwise agreed to by the parties, in connection with any request for services relative to any debt issuance including modifying or refunding of a prior issuance or other financings (each referred to herein as a “Transaction”), BTMA shall perform the following services, as applicable:
1. Develop a preliminary estimate of project costs and provide a financial feasibility to assist the Client in its determination of what type of financing is most suitable to meet the needs of the Client for the particular issuance (“Debt Obligation”).
2. Assist the Client in determination of an appropriate method of sale for the Debt Obligation (e.g. competitive, negotiated, private placement.)
3. Provide for the Client’s consideration an amount, the security, maturity structure, call provisions, estimated pricing, and other terms and conditions of the Debt Obligation.
4. Advise the Client on current market conditions, financial impacts of federal, state or other laws, and other general information and economic data that might normally be expected to influence the ability to borrow or interest rates of the Debt Obligation.
5. Assist the Client in the analysis of advisability of securing a credit rating, and the selection of a credit rating firm or firms for the Debt Obligation and further assist in the development and presentation of information to obtain a credit rating or credit ratings for the Debt Obligation.
6. Assist the Client in the analysis of utilizing credit enhancement and provide assistance in seeking such credit enhancement if such credit enhancements would be advantageous to the Client.
7. Assist Client in coordinating the financing activities between various parties to any Transaction as needed.
8. Assist Client in identifying other professional services that may be necessary for the issuance or post- issuance requirements of the Debt Obligation.
9. Assist the Client in connection with the preparation, composition, review and distribution of an offering document (e.g. Preliminary and Final Official Statement, Offering Circular, Term Sheet, or Private Placement Memorandum, as applicable) of the type and nature generally prepared in connection with the sale of municipal securities, which will disclose technical data, information and schedules relating to the Client, the project and the Debt Obligation.
10. Provide relevant information for and assist with the review of other primary financing documents, including but not limited to the relevant governing...
Securities Issuance. (a) Acknowledgment regarding the Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Investor, prior to the Completion, (i) does not have the right to appoint or designate, and has not appointed an officer of the Company or designated a director of the Board or any of its Subsidiaries, (ii) is not an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the best knowledge of the Company, is not a “beneficial owner” of more than ten percent (10%) of the Shares (as defined for purposes of Rule 13d-3 of the 1934 Act).
Securities Issuance. Issue any shares or series of the Company’s capital stock or any securities convertible into or exercisable for such shares in any transaction that is primarily for the purposes of raising capital for the Company (as determined by the Company’s Board of Directors) unless the proceeds of such financing transaction are concurrently used to repay all of the outstanding principal and accrued unpaid interest under all of the Secured Promissory Notes (the “Obligations”) other than the issuance of (i) securities in connection with a Public Offering; (ii) Bridge Securities pursuant to any of the Transaction Agreements (including shares of Common Stock issuable upon exercise or conversion of such Bridge Securities); (iii) shares of Common Stock upon the conversion or exercise of any convertible securities of the Company outstanding as of the date hereof, in accordance with the terms thereof; or (iv) shares of Common Stock issued to employees or consultants pursuant to the Company’s equity incentive plan as may be in effect from time to time.
Securities Issuance. (a) The Stock Consideration will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and the requirements of any other state securities Applicable Laws and their respective rules and regulations. Landec has not taken nor will it take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to issuance of the Stock Consideration pursuant to this Agreement, the exemption(s) from registration available pursuant to Regulation D or Section 4(a)(2) of the Securities Act, and knows of no reason why any such exemption would be otherwise unavailable to it. Landec has not been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining it for failing to comply with Section 503 of Regulation D.
(b) Landec shall file a Form D with respect to the Stock Consideration as required under Regulation D promulgated under the Securities Act and such filings as may be required under applicable securities or “blue sky” Laws of the states of the United States (or to obtain an exemption from such qualification).
Securities Issuance. All securities issued by the Company, any of its subsidiaries or any trusts established by the Company or any subsidiary, have been or will be issued and sold in compliance with (i) all applicable federal and state securities laws, (ii) the laws of the applicable jurisdiction of incorporation of the issuing entity and, (iii) to the extent applicable to the issuing entity, the requirements of Nasdaq.
Securities Issuance. The shares comprising the Stock Consideration being delivered by the Buyer to WYI hereunder are and shall be duly and validly issued, fully paid, nonassessable and owned of record and beneficially by WYI free of all Encumbrances and restrictions on transfer, other than restrictions on transfer contemplated by this Agreement, under applicable securities laws and as created by WYI. Assuming the accuracy of the representations and warranties as set forth in Section 3.21, the Stock Consideration will be issued in compliance with all applicable securities laws and other applicable Laws and without contravention of any other Person’s or entity’s rights therein or with respect thereto. Subject to restrictions on transfer provided in this Agreement, under applicable Law and as created by WYI, WYI will receive good and marketable title to the Stock Consideration to be received by WYI hereunder.
Securities Issuance. The Respondents selected for the Pool will be required to perform all legal services and duties customarily performed by bond counsel with respect to the issuance of securities. The following are to be included in the specific tasks to be performed with respect thereto. However, it is not to be considered as a complete list of tasks.
3.1.1. Assist the Office’s Debt Management Deputy, financial advisors, purchaser or underwriter in the legal aspects of structuring the financing, including interpretation and application of state and federal laws and tax regulations pertaining to debt;
3.1.2. Assist in structuring or evaluating the legal structure for investments of proceeds pending their expenditure that comply with state limitations on the investment of public funds and federal requirements for maintaining the exclusion of bond interest from federal income tax;
3.1.3. Provide sophisticated legal advice on federal tax matters including, but not limited to, the use of proceeds, reimbursements, arbitrage, private activity, management contracts, investment and expenditure of proceeds, and other matters related to the federal tax exemption;
3.1.4. As appropriate, draft or review enabling legislation or constitutional and statute amendments relating to the issuance of State debt and appear before State legislative committees if requested;
3.1.5. Seek, on behalf of the State, any necessary opinions, letter rulings, or other documentation from the Internal Revenue Service or other bodies in connection with the securities;
3.1.6. Prepare and review documents necessary or appropriate to the authorization, issuance, sale, and delivery of the securities including the coordination of the enactment and execution of these documents;
3.1.7. Prepare all bond/certificate purchase agreements, notices of sale, bid forms, and other materials necessary to market the securities;
3.1.8. Advise, review and/or prepare all contracts, leases, or agreements necessary in regard to lease- purchases, including but not limited to: (a) Certificates of Participation (COPs) contracts (i.e. Installment Purchase Contract, Management Contracts, Indentures of Trust ); and, if any (b) liquidity facility agreements and investment and trust agreements, relating to legal issues affecting the issuance of COPs;
3.1.9. Assist in the preparation of the State’s private placement memorandum or Offering Documents including, but not limited to, those sections related to the legality and tax-exempt status of ...
Securities Issuance. Issue and sell (a) not later than September 30, 1998, for not less than $17,000,000 a security of Borrower that is either (i) a Subordinated Obligation or (ii) a Trust Preferred Security, in either case in form and substance acceptable to the Requisite Lenders and (b) as soon as practicable, for not less than $8,000,000 an additional such security.
