Unsubscribed Securities Sample Clauses

Unsubscribed Securities. In the event any Unsubscribed Securities remain unsubscribed ten (10) days after delivery of the Subsequent Issuance Notice (the "Unrestricted Additional Securities"), GDI shall have the right, but not the obligation, to issue and sell such Unrestricted Additional Securities to any Person within ninety (90) days from the date of the initial Issuance Notice at a price and upon the terms that are not materially less favorable to GDI than those specified in the Issuance Notice. If GDI proposes to issue any Preemptive Interests after such 90-day period or at a price or upon terms that are materially less favorable to GDI than those specified in the Issuance Notice, it must again comply with this Section 2.3.
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Unsubscribed Securities. The Company may sell any New Securities not subscribed for by the Direct Shareholder in accordance with Sections 3.2 and 3.3 to any Person or Persons at a price not less, and upon other terms not more favorable to the offeree, than those specified in the Offer Notice. To the extent such New Securities are not sold within 90 days of the delivery of the Offer Notice, such New Securities shall not be offered to any Person or Persons unless first reoffered to the Direct Shareholder in accordance with this ARTICLE 3.
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Unsubscribed Securities. The Company, in consultation with counsel for the Backstop Parties, shall determine the amount of Unsubscribed Securities, if any, and, in good faith, provide a Funding Notice that accurately reflects the amount of Unsubscribed Securities as so determined and to provide to the Backstop Parties a certification by the Subscription Agent of the Unsubscribed Securities or, if such certification is not available, such written backup to the determination of the Unsubscribed Securities as the Backstop Parties may reasonably request.
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Unsubscribed Securities. In the event any Unsubscribed Securities remain unsubscribed five (5) business days after the delivery of a Subsequent Issuance Notice (the "Unrestricted Additional Securities"), the Company shall have the right, but not the obligation, to issue and sell such Unrestricted Additional Securities to any Person within ninety (90) days from the date of the initial Issuance Notice at a price and upon the terms that are not materially less favorable to the Company than those specified in the Issuance Notice. If the Company proposes to issue any Preemptive Interests after such 90-day period or at a price or upon terms that are materially less favorable to the Company than those specified in the Issuance Notice, it must again comply with this Section 5.10.
Sample 1
Unsubscribed Securities. This Section 6.1(5) prevents the situation where the Corporation is not able to sell an entire issue because the Shareholders do not elect to purchase their respective proportions. It is also an incentive for Shareholders to purchase their respective proportions to avoid dilution of their percentage ownership. An alternative approach is to provide that the Shareholders must either purchase all or none of their respective Proportionate Entitlement. Consider limiting these rights to significant shareholders. If the Corporation proposes to grant an option or other right for the purchase of or subscription for Affected Securities, that option or other right shall also be made available to Shareholders in accordance with Sections 6.1(2) through 6.1(5). The provisions of Sections 6.1(1) through 6.1(6) shall not apply to any issuance by the Corporation of Shares or Convertible Securities or other securities of the Corporation: by way of stock dividend, share splits or similar transactions; under a stock option plan approved by the Board of Directors, or under options granted under that stock option plan; made in connection with corporate partnering, strategic alliance, technology transfer, equipment financing, leasing, commercial credit or similar transactions approved by the Board of Directors, where the transactions do not have the raising of capital as a primary objective; issued in connection with bona fide acquisitions, mergers or similar transactions approved by the Board of Directors, where the transactions do not have the raising of capital as a primary objective; issued in connection with any public offering of securities; or issued as part of a lending transaction to an arm’s length third party lender.
Sample 1
Unsubscribed Securities. This Section (5) prevents the situation where the Corporation is not able to sell an entire issue because the Shareholders do not elect to purchase their respective proportions. It is also an incentive for Shareholders to purchase their respective proportions to avoid dilution of their percentage ownership. An alternative approach is to provide that the Shareholders must either purchase all or none of their respective Proportionate Entitlement. Consider limiting these rights to significant shareholders.
Sample 1

Related to Unsubscribed Securities

  • Offered Securities The Offered Securities and all outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

  • Issued Securities All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • LOANED SECURITIES Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled.

  • 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:

  • Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".

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