Paired Issuances Sample Clauses

Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Up-MACRO Holding Trust shall issue additional Up-MACRO Holding Shares contemporaneously with the issuance of additional Down-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Any Authorized Participant who directs a Paired Issuance pursuant to Section 6.2 of the Up-MACRO Holding Trust Agreement shall be deemed (unless it has specifically directed that Paired Holding Shares be delivered to it) to direct the deposit of the Paired Holding Shares created in such Paired Issuance into the Up-MACRO Tradeable Trust and the issuance in exchange therefor of Up-MACRO Tradeable Shares which shall be delivered to the Authorized Participant pursuant to and in accordance with the procedures specified in the Participants Agreement.
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Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down-MACRO Holding Trust shall issue additional Down-MACRO Holding Shares contemporaneously with the issuance of additional Up-MACRO Holding Shares in the form of MACRO Units (such an issuance, a "Paired Issuance") and, if applicable, concurrently exchange such MACRO Units to their related Tradeable Shares following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Only Authorized Participants may direct Paired Issuances. Down-MACRO Holding Shares will be issued at the Per Share Underlying Value of the existing Down-MACRO Holding Shares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Authorized Participant submitting the Creation Order will be required to deliver, in addition to cash in the amount of the aggregate per share Underlying Value of the Down-MACRO Holding Shares being created, an amount equal to the Down-MACRO and Up-MACRO Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date.
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Paired Issuances. (a) On any Price Determination Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Up Trust shall issue additional Up MacroShares contemporaneously with the issuance of additional Down MacroShares in the form of MacroShares Units (such an issuance, a "Paired Issuance") following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Only Authorized Participants may direct Paired Issuances. Up MacroShares will be issued at the Per Share Underlying Value of the existing Up MacroShares on the Issuance Order Date on which the related Creation Order was delivered; provided that in the case of any Creation Order placed on a Distribution Date or on the Business Day succeeding a Distribution Date, the Authorized Participant submitting the Creation Order will be required to deliver, in addition to cash in the amount of the aggregate per share Underlying Value of the Up MacroShares being created, an amount equal to the Up and Down Earned Income Accruals for each intervening day between the Issuance Order Date and the Issuance Date, calculated on the basis of the Applicable Reference Price of Crude Oil on the Issuance Order Date.
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Paired Issuances. (a) On any Business Day that occurs after the Closing Date but prior to the Final Scheduled Termination Date or an Early Termination Date, the Down Trust shall issue additional Down MacroShares contemporaneously with the issuance of additional Up MacroShares in the form of MacroShares Units (such an issuance, a "Paired Issuance") following the receipt of, and in accordance with, a Creation Order delivered by an Authorized Participant and forwarded to the Trustee by the Administrative Agent. Only Authorized Participants may direct Paired Issuances. Down MacroShares will be issued at the Per Share Underlying Value of the existing Down MacroShares on the Issuance Valuation Date preceding the relevant Issuance Date.
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Related to Paired Issuances

  • VALID ISSUANCES The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • 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.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • Valid Issuance of the Units The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

  • 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.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • 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 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.

  • Issuances The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.

  • Adjustments for Diluting Issuances Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

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