Additional Issuances There are no outstanding agreements or preemptive or similar rights affecting the Company's common stock or equity and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any shares of common stock or equity of the Company or other equity interest in any of the subsidiaries of the Company, except as described in the Reports or Other Written Information.
Initial Issuance To obtain the Credit for the first Taxable Year, the Company shall do the following on or before 90 days after the end of the first Taxable Year:
1. The Company shall notify the Department on the form attached hereto as Exhibit D (or substantially similar to such form) when all of the following has occurred: (a) the Project has been Placed in Service; (b) the Capital Improvements required by Section IV.B have been made; (c) the New Employees have been hired, including satisfying the applicable Payroll and Occupation obligations, as required by Section IV.C; and (d) if applicable, the minimum number of Retained Employees have been retained by the Company, including satisfying the applicable Payroll and Occupations obligations, as required by Section IV.D.
2. The Company shall provide to the Department proof as required by the Department, including but not limited to a certified attestation by the Company, payroll records and an audit performed by an independent, licensed certified public accounting firm, that the Company has done all of the following prior to the end of the first Taxable Year:
a) made the Capital Improvements specified in Section IV.B;
b) hired the New Employees specified in Section IV.C, accompanied by the information substantially in the form set forth in Exhibit E;
c) if applicable, retained the Retained Employees specified in Sections IV.D, accompanied by the information substantially in the form set forth in Exhibit E; and
d) achieved the level of Payroll in Illinois specified in Section IV.C(ii) and, if applicable, Section IV.D(ii) accompanied by the information substantially in the form set forth in Exhibit E.
Additional Issuances of Notes Subject to clauses (ii), (iii), (iv) and (v) of Section 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A(2019-1) Notes, so long as the following conditions precedent are satisfied:
(a) the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class A(2019-1) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include:
(i) the Issuance Date of such additional Class A(2019-1) Notes;
(ii) the amount of such additional Class A(2019-1) Notes being offered and the resulting Initial Dollar Principal Amount and Stated Principal Amount of Class A(2019-1) Notes;
(iii) the date from which interest on such additional Class A(2019-1) Notes will accrue (which may be a date prior to the date of issuance thereof);
(iv) the first Interest Payment Date on which interest will be paid on such additional Class A(2019-1) Notes; and
(v) any other terms that the Issuer set forth in such notice of issuance of additional Class A(2019-1) Notes to clarify the rights of Holders of such additional Class A(2019-1) Notes or the effect of such issuance of additional Class A(2019-1) Notes on any calculations to be made with respect to the Class A(2019-1) Notes, the Class A Notes or the Issuer. All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class A(2019-1) Notes;
(b) no Class A(2019-1) Adverse Event has occurred and is continuing; and
(c) either (i) the issuance of such additional Class A(2019-1) Notes would be treated as part of the same issue as the outstanding Class A(2019-1) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class A(2019-1) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code. The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class A(2019-1) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class A(2019-1) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.
Issuance Date The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.
Additional Issuances of Securities (i) For purposes of this Section 4(o), the following definitions shall apply.
