Issuing Subsidiary definition
Examples of Issuing Subsidiary in a sentence
Counterparty acknowledges its responsibilities and the responsibilities of Issuing Subsidiary under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of a settlement method with respect to the Exchangeable Securities.
In the event the sale by Issuing Subsidiary of the “Additional Securities” is not consummated with the Underwriters pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated as of July 17, 2018, between Counterparty and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.
In the event the sale by Issuing Subsidiary of the “Firm Securities” is not consummated with the Underwriters pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated as of July 17, 2018, between Counterparty and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.
Payment for the Securities shall be made to the Issuing Subsidiary in Federal or other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on December 14, 2012, or at such other time on the same or such other date, not later than December 14, 2012, as shall be designated in writing by you.
If Bison-GE breaches its obligation to purchase Offered Securities, or otherwise fails to purchase Offered Securities, at the closing date, and such breach or failure continues for more than one Business Day following notice of the breach from the Issuing Subsidiary to Bison-GE, the Issuing Subsidiary shall have the right to sell such Offered Securities to any other Person.
If Bison-GE does not deliver an Acceptance Notice within such 15-Business Day period, the Issuing Subsidiary may issue and sell the number of Offered Securities (or some portion thereof) to GFC and/or any GFC Related Party as provided in, and on the same terms and conditions as provided in, the Offer Notice at any time and from time to time during the 75-day period ending at the end of such 15-Business Day period.
The Issuing Subsidiary and each of the non-U.S. Guarantors irrevocably submit to the non-exclusive jurisdiction of any U.S. Federal or New York State court in the Borough of Manhattan in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court.
The several obligations of the Initial Purchasers to purchase Securities on the Closing Date are subject to delivery to you on the Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the Issuing Subsidiary and each Guarantor, the due authorization, execution and authentication of the Securities to be sold on the Closing Date and other matters related to the execution and authentication of the Securities.
The Issuing Subsidiary and each of the non-U.S. Guarantors further agree that service of process upon the Authorized Agent and written notice of said service to the Issuing Subsidiary and each of the non-U.S. Guarantors shall be deemed in every respect effective service of process upon the Issuing Subsidiary and each of the non-U.S. Guarantors in any such legal suit, action or proceeding.
The provisions of this Section 15 are intended to be effective upon the execution of this Agreement without any further action by the Issuing Subsidiary and each of the non-U.S. Guarantors and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.