Valid Issuance definition

Valid Issuance shall be amended by the deleted text and additional text as indicated by italicized font as follows:
Sample 1

Examples of Valid Issuance in a sentence

  • Section 2.1 Closing 1 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE CORPORATION Section 3.1 Organization 2 Section 3.2 Authorization 2 Section 3.3 Valid Issuance of Common Stock 2 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR Section 4.1 Authorization 2 Section 4.2 Brokers or Finders 3 Section 4.3 Restrictions on Transfer or Sale of the Stock.

  • Representations and Warranties of the Company 20 5.1 Organization, Good Standing and Qualification 20 5.2 Capitalization and Voting Rights 20 5.3 Authorization 20 5.4 Valid Issuance of Shares 21 5.5 Governmental Consents 21 5.6 Offering 21 6.

  • Section 2.1 Closing 1 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE CORPORATION Section 3.1 Organization 2 Section 3.2 Authorization 2 Section 3.3 Valid Issuance of Common Stock 2 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR Section 4.1 Authorization 3 Section 4.2 Brokers or Finders 3 Section 4.3 Restrictions on Transfer or Sale of the Stock.

  • The representations and warranties made by the Parties shall survive until the earlier of the following: (1) the consummation of a Qualified IPO; or (2) eighteen (18) months after the Closing Date; and (y) the representations and warranties contained in clause 4 (Valid Issuance and Transfer of Shares) in Schedule II shall survive until the expiration of the applicable statute of limitations (taking in account any tolling period or other extension).

  • Except for the representations and warranties set forth in Section 3.01(ee) (Valid Issuance), Section 3.01(hh) (Securities Law Compliance), Section 3.01(kk) (No Reliance) and Section 3.02(f) through Section 3.02(i), none of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing.

  • The representations and warranties of NGL Group Entities set forth in Sections 4.1 (Organization; Qualification), 4.2 (Authority; No Violation; Consents and Approvals), 4.3 (Capitalization), 4.5 (Brokers’ Fees), 4.11 (Valid Issuance of Holdings Interests), 4.12 (Authorization of NGL Units) and 4.13 (Description of Securities) (collectively, the “NGL Fundamental Representations” shall be continuing and shall survive the Closing for a period of eighteen (18) months after the Closing Date.

  • Valid Issuance of Securities.........................................................15 Section 3.07.

  • Valid Issuance of Preferred Stock and Common Stock 21 Section 3.22.

  • With respect to each exercise of this Warrant, the Company hereby represents, covenants, and agrees:(f) Valid Issuance of Warrant and Warrant Shares; Payment of Taxes.

  • Schedule 3(a) Organization and Qualification Schedule 3(l) Absence of Certain Changes Schedule 3(q) Transactions With Affiliates Schedule 3(r)(iii) Valid Issuance; Available Shares; Affiliates Schedule 3(t) Litigation Schedule 3(u) Insurance Schedule 3(x) Intellectual Property Rights Schedule 3(bb) Internal Accounting and Disclosure Controls Schedule 3(nn) Management None.

Related to Valid Issuance

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Excluded Issuances means any issuance or sale (or deemed issuance or sale in accordance with Section 4(c)) by the Company after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company’s Amended and Restated 2018 Stock Incentive Plan (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date), so long as the exercise price in respect of any Options is not less than the Fair Market Value of the Common Stock as of the date such Option is issued.

  • Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

  • Excepted Issuances means, collectively, (a) Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are authorized, constituted or in effect as of the Issue Date.

  • Permitted Issuances means issuances of shares of Common Stock and upon exercise of the warrants and options and other convertible securities, in each case listed on Schedule 1.

  • Permitted Issuance means any issuance by the Company of (a) Common Stock on or prior to the date hereof; (b) Common Stock upon exercise of the Warrants; (c) Common Stock upon the conversion or exchange of any shares of any class of Common Stock into another class of Common Stock; (d) Common Stock in connection with any dividend or distribution to the holders of the Common Stock; or (e) Common Stock pursuant to an underwritten offering of Common Stock registered under the Securities Act of 1933, as amended.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • Exempt Issuances has the meaning set forth in Section 6.

  • Issuance means the date of mailing of a decision or order or date of delivery if service is by other means unless another date is specified in the order.

  • Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Issuance Notice means a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer.

  • Debt Issuances means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • New Issuance shall have the meaning specified in subsection 6.09(b).

  • Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

  • Issuance Period shall have the meaning specified in paragraph 2B(2).

  • Share Repurchase means the purchase, repurchase, redemption or other acquisition by Borrower from any Person of any capital stock or other equity interest of Borrower.

  • Initial Issuance Date means the Closing Date of the first Series of Notes issued to the Holders.

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include: