Securities Issuance. Pledgor shall not issue any of its stock for $0.25 per share or less, nor shall Pledgor issue any note, warrant, debenture or other security which may convert or be exercised to acquire Pledgor's stock for $0.25 per share or less, except as reflected in the securities issued pursuant to the Memorandum.
Securities Issuance. 4.4.1 Concurrently with the execution of this Agreement, Scopus will issue to COH (or its designees) stock certificates evidencing 200,000 validly issued, fully-paid, non-assessable shares of Common Stock and 47,965 Series X Warrants collectively representing an ownership interest of 1.1% of Scopus on a fully diluted basis, including all warrants, stock options, or other derivatives outstanding and available for grant, as of May 29, 2020 (after giving effect to the Acquisition and the issuance of these shares of Common Stock and these Series X Warrants) (COH and its designees collectively, the “COH Stockholders”).
Securities Issuance. (a) Acknowledgment regarding the Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Investor, prior to the Completion, (i) does not have the right to appoint or designate, and has not appointed an officer of the Company or designated a director of the Board or any of its Subsidiaries, (ii) is not an “affiliate” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the best knowledge of the Company, is not a “beneficial owner” of more than ten percent (10%) of the Shares (as defined for purposes of Rule 13d-3 of the 1934 Act).
Securities Issuance. (a) The Stock Consideration will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and the requirements of any other state securities Applicable Laws and their respective rules and regulations. Landec has not taken nor will it take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to issuance of the Stock Consideration pursuant to this Agreement, the exemption(s) from registration available pursuant to Regulation D or Section 4(a)(2) of the Securities Act, and knows of no reason why any such exemption would be otherwise unavailable to it. Landec has not been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining it for failing to comply with Section 503 of Regulation D.
Securities Issuance. Unless otherwise agreed to by the parties, in connection with any request for services relative to any debt issuance including modifying or refunding of a prior issuance or other financings (each referred to herein as a “Transaction”), BTMA shall perform the following services, as applicable:
Securities Issuance. The shares comprising the Stock Consideration being delivered by the Buyer to WYI hereunder are and shall be duly and validly issued, fully paid, nonassessable and owned of record and beneficially by WYI free of all Encumbrances and restrictions on transfer, other than restrictions on transfer contemplated by this Agreement, under applicable securities laws and as created by WYI. Assuming the accuracy of the representations and warranties as set forth in Section 3.21, the Stock Consideration will be issued in compliance with all applicable securities laws and other applicable Laws and without contravention of any other Person’s or entity’s rights therein or with respect thereto. Subject to restrictions on transfer provided in this Agreement, under applicable Law and as created by WYI, WYI will receive good and marketable title to the Stock Consideration to be received by WYI hereunder.
Securities Issuance. All securities issued by the Company, any of its subsidiaries or any trusts established by the Company or any subsidiary, have been or will be issued and sold in compliance with (i) all applicable federal and state securities laws, (ii) the laws of the applicable jurisdiction of incorporation of the issuing entity and, (iii) to the extent applicable to the issuing entity, the requirements of Nasdaq.
Securities Issuance. Issue any shares or series of the Company’s capital stock or any securities convertible into or exercisable for such shares in any transaction that is primarily for the purposes of raising capital for the Company (as determined by the Company’s Board of Directors) unless the proceeds of such financing transaction are concurrently used to repay all of the outstanding principal and accrued unpaid interest under all of the Secured Promissory Notes (the “Obligations”) other than the issuance of (i) securities in connection with a Public Offering; (ii) Bridge Securities pursuant to any of the Transaction Agreements (including shares of Common Stock issuable upon exercise or conversion of such Bridge Securities); (iii) shares of Common Stock upon the conversion or exercise of any convertible securities of the Company outstanding as of the date hereof, in accordance with the terms thereof; or (iv) shares of Common Stock issued to employees or consultants pursuant to the Company’s equity incentive plan as may be in effect from time to time.
Securities Issuance. Issue and sell (a) not later than September 30, 1998, for not less than $17,000,000 a security of Borrower that is either (i) a Subordinated Obligation or (ii) a Trust Preferred Security, in either case in form and substance acceptable to the Requisite Lenders and (b) as soon as practicable, for not less than $8,000,000 an additional such security.
Securities Issuance. On or prior to the Closing Date, all necessary action shall have been taken by the Project Company to validly issue the Shares as fully paid and non-assessable shares in the capital of the Project Company, free and clear of any Encumbrances.
