Securities Investment Sample Clauses

Securities Investment. Pursuant to an Executive Securities Purchase Agreement to be dated as of December 15, 1994 (the "Closing Date"), between the Executive and the Employers, the Executive purchased from SFAC a combination of 11% Senior Subordinated Discount Debentures of SFAC due 2006 (the "Subordinated Debentures") and common stock, par value $0.01 per share, of SFAC (the "Common Stock") for an aggregate purchase price of $10,000. The Subordinated Debentures and Common Stock purchased pursuant to this Section 3.5.2 (the "Initial Securities") shall be considered vested securities ("Vested Securities") as follows: (i) 25% of the Initial Securities shall become Vested Securities on the Closing Date, (ii) an additional 25% of such Initial Securities shall become Vested Securities on the 181st day following the Closing Date, (iii) an additional 25% of the Initial Securities shall become Vested Securities on the first anniversary of the Closing Date, and (iv) the remaining 25% of such Initial Securities shall become Vested Securities on the 181st day following the first anniversary of the Closing Date; each such 25% block of Initial Securities to be comprised of 25% of the Subordinated Debentures sold to the Executive under this Section 3.5.2 and 25% of the shares of Common Stock sold to the Executive under this Section 3.5.2. Vested Securities shall be transferable by the Executive, subject only to restrictions ("Transfer Restrictions") on the transfer of Initial Securities set forth in (i) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and its principal stockholders, as amended (the "Principal Stockholders Agreement"), (ii) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and all of its stockholders, as amended (the "Investors Stockholders Agreement"), and (iii) the Securities Purchase Agreement, dated as of August 16, 1993, among SFAC, its principal Stockholders and all holders of the Subordinated Debentures, as amended (the "Securities Purchase Agreement"); provided, that any Vested Securities transferred pursuant to an exemption from Transfer Restrictions for transfer to Affiliates provided for in Section 2.1(a)(ii) of the Principal Stockholders Agreement or Section 6.4(a) of the Securities Purchase Agreement shall remain subject to the Employers' repurchase rights, and shall be benefited by the Executive's (or his Beneficiary's) right to require repurchase, under Article 4 hereof. Initial Securities not yet vested shall not be transfer...
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Securities Investment. Section not applicable. (See Executive Securities Purchase Agreement dated as of December 15, 1994, and Stock Purchase Agreement dated as of June 15, 1995).
Sample 1Sample 2
Securities Investment. (a) On the date hereof, Executive shall purchase, in addition to the Retained Shares already held by Executive (as defined below), from the Company, pursuant to an Executive Subscription and Stock Purchase Agreement, a form of which is attached hereto as Exhibit A (the "Purchase Agreement"), 8,005 shares, as adjusted for stock dividends, stock splits and the like (the "Purchased Shares"), of common stock, par value $.01 per share ("Common Stock") at an aggregate purchase price of $999,904.55 (the "Aggregate Purchase Price"). The Aggregate Purchase Price for the Purchased Shares shall be paid by delivery of a note by Executive to the Company with an original principal amount equal to the Aggregate Purchase Price (the "Note"). The repayment of the Note shall be secured by the Purchased Shares and proceeds received by the Executive upon disposition of the Purchased Shares as set forth in the Note. The form of the Note to be executed and delivered by the Executive is attached as Exhibit B hereto.
Sample 1
Securities Investment. (a) On the Closing Date, Executive shall purchase from Holdings a common membership interest in Holdings for a minimum aggregate purchase price of $1,500,000 (the "Aggregate Purchase Price") at the same price per Common Interest as paid by the Parent at the Closing. Such purchased interest is hereinafter referred to as the "Purchased Interest."
Sample 1

Related to Securities Investment

  • The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing:

  • PIPE Investment (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

  • Securities Sold In accordance with Instructions, the Custodian shall, with respect to a sale, deliver or cause to be delivered the Securities thus designated as sold to the broker or other person specified in the Instructions relating to such sale. Unless the Custodian has received Special Instructions to the contrary, such delivery shall be made only upon receipt of payment therefor in the form of: (a) cash, certified check, bank cashier's check, bank credit, or bank wire transfer; (b) credit to the account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member; or (c) credit to the Account of the Custodian with a Securities System, in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, the Custodian may deliver Securities and other Assets prior to receipt of payment for such Securities in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security or other Asset. For example, Securities held in physical form may be delivered and paid for in accordance with "street delivery custom" to a broker or its clearing agent, against delivery to the Custodian of a receipt for such Securities, provided that the Custodian shall have taken reasonable steps to ensure prompt collection of the payment for, or return of, such Securities by the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the selection of or the failure or inability to perform of such broker or its clearing agent or for any related loss arising from delivery or custody of such Securities prior to receiving payment therefor.

  • Investment Securities Each of the Company and its subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity) free and clear of any lien, claim, charge, option, encumbrance, mortgage, pledge or security interest or other restriction of any kind, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company or any of its subsidiaries and except for such defects in title or liens, claims, charges, options, encumbrances, mortgages, pledges or security interests or other restrictions of any kind that would not be material to the Company and its subsidiaries. Such securities are valued on the books of the Company and its subsidiaries in accordance with GAAP.

  • Eligible Investments The following are Eligible Investments:

  • Investment Securities and Commodities (a) Each of the Company and its Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Lien, except as set forth in the financial statements included in the Company Reports or to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued on the books of the Company in accordance with GAAP in all material respects.

  • Acceptable Investment The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

  • Subsidiaries; Investments Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

  • Previous Investments This Agreement shall also apply to investments made before its entry into force by investors of one Contracting Party in the territory of the other Contracting Party in accordance with the latter's laws and regulations.

  • Investment Canada The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act (Canada).

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