New Debenture definition
Examples of New Debenture in a sentence
If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement.
The acceptance of the New Debenture by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Debenture.
Upon any such registration or transfer, a new debenture, in substantially the form of this Debenture (any such new debenture, a "New Debenture"), evidencing the portion of this Debenture so transferred shall be issued to the transferee and a New Debenture evidencing the remaining portion of this Debenture not so transferred, if any, shall be issued to the transferring Holder.
Such New Purchaser is not purchasing the New Debenture or New Warrants as a result of any advertisement, article, notice or other communication regarding the New Debenture or New Warrants published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Such New Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the New Debenture, New Warrants or New Underlying Shares.
The New Underlying Shares, when issued in accordance with the terms of the New Debenture and New Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company shall promptly deliver to each New Purchaser the New Debenture, the New Warrants and opinion of counsel required pursuant to Section 5.
The New Debenture and New Warrants are duly authorized and, upon the execution of this Agreement by a New Purchaser, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
The Purchase Agreement is hereby amended so that the term “Debentures” includes the New Debenture issued hereunder and “Underlying Shares” includes the New Underlying Shares.
The other Purchasers hereby consent to the execution by the Company of this Agreement and the issuance of the New Debenture and New Warrants to the New Purchaser.