Authorization of Issuance of the Notes and Warrants Sample Clauses

Authorization of Issuance of the Notes and Warrants. The Issuer has duly authorized the issuance and sale, on the terms and subject to the conditions set forth herein, of one or more Notes in the aggregate principal amount of up to $2,000,000, to be dated as of the Closing Date. The Issuer has duly authorized the issuance and sale, on the terms and subject to the conditions set forth herein, of Warrant Certificates evidencing warrants for the purchase of 250,000 shares of the Common Stock of the Issuer (subject to adjustment as provided therein).
Sample 1
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Authorization of Issuance of the Notes and Warrants. The Company has duly authorized the issuance and sale, on the terms and subject to the conditions set forth herein, of Notes in the aggregate principal amount not to exceed the amount specified in the Purchaser Schedule hereto opposite each Purchaser's name, to be dated as of the date of the Closing Date. The Company has duly authorized the issuance and sale, on the terms and subject to the conditions set forth herein, of the Warrants for the purchase of the percentage specified in the Purchaser Schedule hereto opposite each Purchaser's name of the Common Stock of the Company on a Fully Diluted Basis.
Sample 1
Authorization of Issuance of the Notes and Warrants. The Company has authorized issuance of its Senior Secured Notes due September 30, 2005 (the "Notes") in the initial aggregate principal amount of $28,000,000, together with warrants to purchase 1,699,437 shares of common stock of the Company (the "Warrants"). Interest on the Notes shall be payable quarterly. The initial interest rate shall be 11.0% per annum (payable in cash) and, following the first 18 months after issuance, shall be increased by 1.5% per annum (payable in additional Notes of like tenor and maturity, bearing the same interest rate ("Additional Notes") or, at the option of the Company, in cash) and then increased by an additional 0.5% per annum six months thereafter (also payable in Additional Notes or, at the option of the Company, in cash), as set forth in the form of Note attached as Exhibit A hereto. The initial exercise price of the Warrants shall be $5.50 per share, subject to adjustment as set forth in the form of Warrant attached as Exhibit B hereto. Certain capitalized terms used herein have the meanings specified in Paragraph 10. Unless otherwise indicated, all dollar amounts contained in this Agreement are in U.S. Dollars and all covenants contained herein shall be calculated in U.S. Dollars.
Sample 1
Authorization of Issuance of the Notes and Warrants. (a) Subject to the terms and conditions of this Agreement, on or prior to the Initial Closing Date, the Company shall have authorized the issuance and sale to the Initial Purchasers of (a) the Initial Closing Notes in the form attached hereto as Exhibit A and (b) the Initial Closing Warrants in the form attached hereto as Exhibit B.
Sample 1

Related to Authorization of Issuance of the Notes and Warrants

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Authorization of Issuers Each Grantor hereby expressly and irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from Agent in writing that states that an Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted hereby or the Credit Agreement, pay any dividend or make any other payment with respect to the Pledged Collateral directly to Agent.

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Due Authorization and Valid Issuance The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable.

  • Authorization and Issuance of Additional Units (a) The Company shall undertake all actions, including, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, have been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Reservation and Issuance of Underlying Securities The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of the Notes, not less than such number of shares of Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments under this Section 3 but without regard to any ownership limitations contained herein) upon the conversion of this Note hereunder in Common Stock (including repayments in stock). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, nonassessable and freely tradeable.

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Authorization of Indenture The Indenture has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company, and assuming due authorization, execution and delivery of the Indenture by the Indenture Trustee, the Indenture will constitute a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by the Enforceability Exceptions.

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