Valid Issuance definition

Valid Issuance shall be amended by the deleted text and additional text as indicated by italicized font as follows:
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Examples of Valid Issuance in a sentence

  • 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).

  • Section 2.1 Closing 1 Section 3.1 Organization 2 Section 3.2 Authorization 2 Section 3.3 Valid Issuance of Common Stock 2 Section 4.1 Authorization 2 Section 4.2 Brokers or Finders 3 Section 4.3 Restrictions on Transfer or Sale of the Stock.

  • 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.

  • Section 2.1 Closing 1 Section 3.1 Organization 2 Section 3.2 Authorization 2 Section 3.3 Valid Issuance of Common Stock 2 Section 4.1 Authorization 3 Section 4.2 Brokers or Finders 3 Section 4.3 Restrictions on Transfer or Sale of the Stock.

  • All representations and warranties of PICK Communications and PICKSAT in this Option Agreement, except those contained in Sections 4.1 (Valid Issuance and Title to Shares), Section 4.10(iii) (Properties; Title), Section 4.14 (Taxes), and Section 4.20 (Environmental Matters), shall terminate 18 months from the Schedule Date except for any claims theretofore asserted with respect to such representations and warranties.

  • Valid Issuance of Securities....................................6 Section 3.07.

  • Other than Purchaser’s representations and warranties set forth in Sections 5.02 (Corporate Authorization), 5.05(a), 5.05(b) (SEC Filings) and 5.06(c) (Valid Issuance) (the “Purchaser’s Specified Representations”) which shall expire on the first anniversary of the Closing Date, the representations and warranties of Purchaser set forth in Section 5 shall terminate and expire as of the Closing Date, and any liability of Purchaser with respect to such representations and warranties shall thereupon cease.

  • Organization; Good Standing 7 4.2 Valid Issuance of the Shares 7 4.3 Authorization, Execution, Enforceability and No Conflicts.

  • Notwithstanding any of the foregoing to the contrary, the following fundamental representations, warranties and covenants (“Fundamental Representations”) shall survive for the period of the applicable statute of limitations following each Closing for such Fundamental Representations: Section 4.1 (Organization, Good Standing and Qualification); Section 4.2 (Capitalization); Section 4.3 (Due Authorization); Section 4.4 (Corporate Power); and Section 4.6 (Valid Issuance).

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 ninety (90) 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.