New Issuance Sample Clauses

New Issuance. Merton agrees to issue the September 0000 Xxxxxx Notes in favor of the Holders set forth in column (1) on Exhibit B in an aggregate principal amount of $35,000,000 in the form attached hereto as Exhibit A in the denominations as set forth in column (2)
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New Issuance. Upon the issuance of Shares to any Person or Persons if the subscriber is not then a Shareholder who is a party to this Agreement, such Person or Persons shall agree to be bound by the terms and conditions of this Agreement by duly executing a joinder agreement in the form of Schedule “A”. The Corporation shall require that the subscriber become a party to this Agreement in accordance with the foregoing as a condition of the issuance of any Shares to any Person or Persons.
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New Issuance. Seller shall sell, and Purchaser shall purchase, Common Shares of a value of $350,000,000 which were previously authorized but unissued (the "New Shares"). The purchase price for the New Shares shall be an amount (not less $5.00 per share) equal to the average closing price of the Common Shares five trading days immediately preceding the "New Share Closing" (as defined in Section 1.4(a)), all as reported in the Wall Street Journal. The Purchaser shall pay such purchase price by (i) paying to Seller at the New Share Closing $5.00 per share by wire transfer of immediately available funds, and (ii) delivering to Purchaser the Revolving Promissory Note in the form attached hereto as Exhibit 1 (the "Note").
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New Issuance. Until the Roundball Maturity Date with respect to Roundball and the Xxxxx Maturity Date with respect to the Xxxxx Trust, if Borrower proposes to issue any securities (including any Equity Interests of Borrower and any debt securities) ("New Securities"), each Lender will have the option to purchase a portion of such New Securities equal to such Lender's proportionate ownership interest in the Common Stock then issued and outstanding immediately prior to such issuance. For purposes of the preceding sentence, each Lender's ownership interest in the Common Stock shall be determined by assuming such Lender has converted its Note, in whole, into the Conversion Shares. Borrower shall give Lenders at least twenty (20) days prior written notice of any such proposed issuance of New Securities, setting forth the number, terms and purchase consideration of the New Securities. Borrower shall offer to Lenders the opportunity to purchase such New Securities at the same price, on the same terms and at the same time as the New Shares are proposed to be issued by Borrower. Each Lender may exercise its option under this Section 8.1 by delivering an irrevocable written notice to Borrower not more than fifteen (15) days after delivery of Borrower's notice to Lenders of the proposed issuance. Borrower may, during the sixty (60) day period following the expiration of the period provided above, offer the unsubscribed portion of such New Securities that are not purchased by Lenders to any Person or Persons upon terms no more favorable to the offeree than those specified in the notice given by Borrower to Lenders pursuant to this Section 8.1. If Borrower does not enter into an agreement for the sale of such New Securities within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder will be deemed to be revived and such New Securities shall not be offered unless first re-offered to Lenders in accordance with this Section 8.1.
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New Issuance. At any time following the date of this Agreement, the Company shall not, and the Shareholders shall procure that the Company shall not, issue to any person other than the Class A Shareholder any Class A Shares or other Equity Securities of the Company carrying similar rights.
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New Issuance. Section 6.09 is modified to add the following at the end thereof:
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New Issuance. (i) At any time that BOX Holdings proposes to issue additional Class A Units or Class B Units to a purchaser that is not then a Member (other than pursuant to Section 7.6(a) hereof) from and after the date of this Agreement, BOX Holdings shall notify IB in writing (for purposes of this Section 7.6(b), a “New Issuance Notice”) at least fifteen (15) days prior to any contemplated issuance by BOX Holdings of any additional Units (for purposes of this Section 7.6(b), a “New Issuance”), setting forth the terms of the New Issuance and the name of the proposed purchaser (the “Proposed New Member”).
Sample 1
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New Issuance. (a) Upon any New Issuance, the Issuer shall execute and deliver to the Indenture Trustee for authentication one or more new Series of Notes. Any such Series of Notes shall be substantially in the form specified in the related Indenture Supplement and shall bear, upon its face, the designation for such Series selected by the Issuer. Except as specified in the Indenture Supplement for any Series as to differing treatment of the Notes within such Series, all Notes of any Series shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery (except that any Enhancement provided for any Series shall not be available for any other Series), all in accordance with the terms and provisions of this Indenture and the applicable Indenture Supplement.
Sample 1
New Issuance. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to Equity Securities of the Company and to any and all Equity Securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such Equity Securities of the Company and shall be appropriately adjusted for any share dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.
Sample 1

Related to New Issuance

  • New Issuances (a) The Transferors may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Creation and Issue of Warrants Up to 5,307,825 Warrants (subject to adjustment as herein provided) are hereby authorized to be created and issued on the Issue Date in accordance with the terms and conditions hereof. On the Issue Date, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Issuance of Common Stock FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, $875,000 of shares of Common Stock as Commitment Shares on the date of closing (“Closing”) of our contemplated business combination with D-Wave and DPCM in accordance with Section 5(e)(i) of the Purchase Agreement, and that upon issuance, such Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Company is hereby authorized to either (i) issue $1,750,000 of shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as Commitment Shares on the date that is one business day prior to the date of filing of the Registration Statement, or (ii) pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to $1,750,000 in accordance with the Section 5(e)(ii) of the Purchase Agreement and that, upon issuance, such Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Company shall reserve [•] shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Commitment Shares under the Purchase Agreement, and the Company shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Purchase Agreement; and FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Company shall initially reserve [•] shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement, and the Company shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Purchase Agreement.

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • Issuance Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lenders may reasonably require, during the Commitment Period each Issuing Lender shall issue, and the Revolving Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the applicable Issuing Lender; provided, however, that (i) the aggregate principal amount of LOC Obligations shall not at any time exceed THIRTY-SEVEN MILLION, FIVE HUNDRED THOUSAND DOLLARS ($37,500,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding LOC Obligations shall not at any time exceed the Revolving Committed Amount then in effect, (iii) no Issuing Lender will be required to issue Letters of Credit in an aggregate amount in excess of such Issuing Lender’s Issuing Lender Sublimit, (iv) all Letters of Credit shall be denominated in Dollars and (v) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers’ compensation and other insurance programs and commercial letters of credit. Except as otherwise expressly agreed upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount of $100,000 or such lesser amount as approved by the applicable Issuing Lender. The Borrower’s Reimbursement Obligations in respect of each Existing Letter of Credit, and each Revolving Lender’s participation obligations in connection therewith, shall be governed by the terms of this Credit Agreement. The Existing Letters of Credit shall, as of the Closing Date, be deemed to have been issued as Letters of Credit hereunder and subject to and governed by the terms of this Agreement.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

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