Issuance and Sale of Securities. The Partnership agrees that it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”), from time to time during the term of this Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the Prospectus Supplement (as defined below) (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate sale price of the Preferred Units shall be the sole responsibility of the Partnership, and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of the Preferred Units through BRFBR will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Preferred Units. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form F-3 (File No. 333-235614), including a base prospectus (the “Base Prospectus”), relating to certain securities, including the Preferred Units to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units (the “Prospectus Supplement”) to the Base Prospectus included as part of such registration statement. Th...
Issuance and Sale of Securities. The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.
Issuance and Sale of Securities. The Company proposes, subject to the terms and conditions stated herein, to issue and sell to you (the “Underwriter”) $225,000,000 in aggregate principal amount of the Company’s 4.95% Convertible Notes due 2022 (the “Securities”). The Securities will be convertible into shares of the Company’s common stock (par value $0.001 per share) (the “Underlying Securities”). The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of April 11, 2017, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The issuance and sale of Securities to the Underwriter will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 21, 2016 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 21, 2016, by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2 (File No. 333-213391), which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Securities. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The registration statement, as amended, when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under t...
Issuance and Sale of Securities. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Creditor, and the Creditor hereby agrees to accept delivery from the Company, of a Debenture and the Warrant to be issued to the Creditor pursuant to Section 6.3 hereof.
Issuance and Sale of Securities. At the Closing, subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Company agrees to issue and sell to each Investor, and each Investor severally agrees to purchase from the Company, the number of shares of Common Stock, at the respective purchase prices, as set forth opposite the name of each Investor on Schedule A hereto.
Issuance and Sale of Securities. Upon the terms set forth herein, during the Initial Period the Company will issue and sell to Buyer, and Buyer will purchase from the Company, for an aggregate purchase price of up to $60 million payable in immediately available funds and in separate Closings as provided in Section 3.1, Securities or Additional Securities or both. During the Optional Period, at the Company's option, Buyer agrees to purchase from the Company Optional Securities in accordance with the terms set forth below. After the Collaboration Agreement expires or terminates, Buyer shall not be required to purchase further Securities or Additional Securities pursuant to this Agreement.
Issuance and Sale of Securities. Section 2.1. Issuance and Sale of Securities 7
Issuance and Sale of Securities. 2 6 Upon the terms set forth herein, the Company hereby agrees to issue and sell to Buyer, and Buyer hereby agrees to purchase the Securities for an aggregate purchase price of $20 Million (the "Securities Purchase Price"). Buyer hereby subscribes for and agrees to purchase from the Company, in immediately available funds, (i) 640,095 Shares of the Company's Common Stock for a cash purchase price of $15 million (calculated by reference to the closing prices of the Company's Common Stock for the 20 consecutive trading days ending on and including August 19, 1997 amounting to $23.434 per share), and (ii) a Warrant to purchase 700,000 shares of the Company's Common Stock for a cash purchase price of $5 million.
Issuance and Sale of Securities. The Issuer agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents, acting as agent, up to 15,500,000 (the “Designated Securities”) trust units of the Issuer (the “Securities”); provided, however, that with respect to “at the market” sales (as defined in Section 3) of Securities, the market value of the Securities distributed shall not exceed 10% of the aggregate market value of the Issuer’s outstanding Securities calculated in accordance with Section 9.2 of National Instrument 44-102 (“NI 44-102”) of the Canadian Securities Administrators (the “CSA”). Notwithstanding anything to the contrary contained herein, the Parties agree that compliance with the limitations set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Issuer, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of Designated Securities will be effected pursuant to the Canadian Prospectus filed with the securities regulatory authorities in each of the provinces of Canada (the “Qualifying Authorities”) and the U.S. Prospectus and Registration Statement (as defined in Section 6(b)) filed by the Issuer with the Securities and Exchange Commission (the “SEC”).
Issuance and Sale of Securities. 1.1. The Purchase Price ------------------
