Issuance of Securities by the Parent Sample Clauses

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares or New REIT Securities (a) pursuant to Section 4.05 or 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares or New REIT Securities to all of the holders of REIT Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbu...
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Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares to the Partnership in exchange for Partnership Units; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares (i) pursuant to Section 4.6 or 8.6(b), (ii) pursuant to a dividend or distribution (including any stock split) of REIT Shares to all of the holders of REIT Shares or (iii) pursuant to share grants or awards made pursuant to any Equity Incentive Plan. In the event of any issuance of additional REIT Shares by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent and the General Partner in connection with such issuance, then the Parent shall be deemed to have made, through the General Partner, a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the Parent or General Partner, as applicable, for the amount of such underwriter’s discount or other expenses).
Sample 1
Issuance of Securities by the Parent. The Parent shall not issue any additional Class A Common Shares, Class B Common Shares, Preferred Shares or New Securities unless the Parent contributes the cash proceeds or other consideration received from the issuance of such additional Class A Common Shares, Class B Common Shares, Preferred Shares or New Securities (as the case may be), and from the exercise of the rights contained in any such additional New Securities, to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B Common Shares, Class B Units, or (z) in the case of an issuance of Preferred Shares or New Securities, Equivalent Units; provided, however, that notwithstanding the foregoing, the Parent may issue Class A Common Shares, Class B Common Shares, Preferred Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1(b) hereof, (b) pursuant to a dividend or distribution (including any share split) of Class A Common Shares, Class B Common Shares, Preferred Shares or New Securities to all holders of Class A Common Shares, Class B Common Shares, Preferred Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) in connection with an acquisition of Units or a property or other asset to be owned, directly or indirectly, by the Parent. In the event of any issuance of additional Class A Common Shares, Class B Common Shares, Preferred Shares or New Securities by the Parent, and the contribution to the Company, by the Parent, of the cash proceeds or other consideration received from such issuance, the Company shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Parent issues any additional Class A Common Shares or Class B Common Shares, and contributes the cash proceeds or other consideration received from the issuance thereof to the Company, the Company is authorized to issue a number of Class A Units or Class B Units (as the case may be) to the Parent equal to the number of Class A Common Shares or Class B Common Shares so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e) without any further act, approval or vote of any Member or any other Persons. In the event that the Parent issues any Capital Shares or New Securities and contribut...
Sample 1
Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Preferred Stock, Junior Stock or New Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Preferred Stock, Junior Stock or New Securities, as the case may be, and from the exercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, OP Units or (y) in the case of an issuance of Preferred Stock, Junior Stock or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Stock, Junior Stock or New Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Preferred Stock, Junior Stock or New Securities (a) pursuant to Section 4.5 or 8.6.B hereof, (b) pursuant to a dividend or distribution (including any share split) of REIT Shares, Preferred Stock, Junior Stock or New Securities to all of the holders of REIT Shares, Preferred Stock, Junior Stock or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Stock, (d) upon a conversion of Junior Stock into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Securities or, (f) pursuant to share grants or awards made pursuant to any Equity Incentive Plan of the Parent. In the event of any issuance of additional REIT Shares, Preferred Stock, Junior Stock or New Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent and the General Partner in connection with such issuance, then the Parent shall be deemed to have made, through the General Partner and Parent, a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the Parent o...
Sample 1

Related to Issuance of Securities by the Parent

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as:

  • Issuance of Securities to Underwriters The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial confidential submission date of the Registration Statement.

  • Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

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