Status of the Securities. Each of Vista Fund and Vista Partners has been informed by the Company that the conversion of the Series B Shares and the issuance of the VEP Shares have not been registered under the Securities Act or under any state securities laws and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering.
Status of the Securities. The Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference or priority of payment among themselves and with any Parity Obligations (as defined in Condition 4(e)(vii) (Distribution – Distribution Deferral – Definitions)) of the Issuer. The rights and claims of the Holders in respect of the Securities are subordinated as provided in Condition 2.
Status of the Securities. Notwithstanding the Company’s obligations to undertake its best efforts to prepare and file a registration statement with the Securities and Exchange Commission as set forth in the Credit Agreement, the Investor acknowledges that none of the Securities, as of the date of this Agreement, have been registered under the 1933 Act, or the securities laws of any state, in that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Securities for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of said Securities made in full compliance with all applicable provisions of the 1933 Act, the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws; and that such Securities must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available, and will require an opinion of counsel that registration is not required under the Act or such state securities laws, and that the certificates to be issued will bear a legend indicating that transfer of the Securities have not been so registered and the legend may bear the following or similar words: The Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act") and the securities laws of any state. These Securities have been acquired for investment purposes and not with a view to distribution or resale, and may not be sold, assigned, made subject to a security interest, pledged, hypothecated, transferred or otherwise disposed of without an effective Registration Statement for such Securities under the Act, and applicable state securities laws, or an opinion of counsel reasonably satisfactory to the Company to the effect that registration is not required under such Act and such state securities laws. In connection with the purchase of the Securities, the Investor represents and warrants that:
Status of the Securities. The Class A Notes are direct, secured (as described in CONDITION 5.2) limited recourse (as described in CONDITION 5.3) obligations of the Trustee. The Class B Notes are direct, secured, limited recourse, subordinated obligations of the Trustee.
Status of the Securities. The Securities to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action on the part of the Company. When issued and paid for as provided in this Agreement, the Securities will be validly issued and outstanding, fully paid and nonassessable, and the issuance of the Securities is not and will not be subject to preemptive or other similar contractual rights of any other stockholder of the Company. Subject to the shareholder vote referred to in Section 6.18, the Conversion Shares and Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and have been duly reserved for issuance. When the Conversion Shares and Warrant Shares are issued, such shares will be validly issued and outstanding, fully paid and nonassessable, and the issuance of such shares will not be subject to preemptive or other similar contractual rights of any other stockholder of the Company.
Status of the Securities. The Securities constitute general contractual obligations of the Issuers and are not secured by any property of the Issuers, nor are they deposits insured or guaranteed by the FDIC or any other government authority. The Securities are unsecured and unsubordinated obligations of the relevant Issuer, and not of any other Issuer or its affiliates, and will rank pari passu with all other unsecured and unsubordinated indebtedness of the relevant Issuer, subject to such exceptions as may be provided by any applicable present or future law, rule, regulation, judgement, order or directive of any governmental, administrative or judicial authority or power (including, in the case of JPMorgan Chase Bank, N.A., a preference in favour of certain U.S. domestic deposit liabilities).
Status of the Securities. The [Class of US Notes] are direct, secured (as described in Condition 5.2) limited recourse (as described in Condition 5.3) obligations of the Issuer Trustee. Any Redraw Notes are direct, secured, limited recourse obligations of the Issuer Trustee. The [Classes of Notes subordinate to the Class of US Notes] are direct, secured, limited recourse, subordinated obligations of the Issuer Trustee. [Insert status of further classes of Notes]
Status of the Securities. (a) The Preferred Shares and Warrants to be issued pursuant to this Agreement, and the shares of common stock to be issued upon the exercise of the Warrants, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, the Preferred Shares being purchased by the Purchasers hereunder will be validly issued, fully paid, and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement and the other Transaction Documents, the Securities Act and any applicable state or foreign securities Laws. Upon any valid exercise of the Warrants against receipt of the consideration therefor as provided in the respective Warrant Agreement, the shares of Common Stock issued upon such exercise will be validly issued, fully paid, and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement and the other Transaction Documents, the Securities Act, and any applicable state or foreign securities Laws. The shares of Common Stock to be issued upon any exercise of the Warrants have been duly reserved for issuance.
Status of the Securities. (e) The Securities constitute direct, unsecured and subordinated obligations of the Issuer which rank pari passu and without any preference among themselves and with any Parity Securities of the Issuer. The rights and claims of the Securityholders in respect of the Securities are subordinated as provided in this Condition 2.
Status of the Securities. (a) The authorized and outstanding shares of each class of capital stock of the Company are as set forth on Schedule 2.1. Other than the Shares, at the Closing, the Company will not have outstanding any rights, warrants or options to acquire securities of the Company or any convertible or exchangeable securities of the Company and, other than pursuant to this Agreement, no person will have any right to acquire any securities of the Company. All of the Shares have been duly authorized and duly and validly issued and are fully paid and non-assessable, and none were issued in violation of any preemptive rights, rights of first refusal or other contractual or legal restrictions of any kind.
