Subsequent Issue definition
Examples of Subsequent Issue in a sentence
Except as otherwise provided in subsection 4.7(c)(iii), no adjustment of the Subsequent Issue Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.
On the Subsequent Issue Date, the purchase of Additional Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which each Purchaser is subject, (ii) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject any Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation.
On the Closing Date and each Subsequent Issue Date, the Issuer will deliver to each Note Purchaser the Note to be purchased by such Note Purchaser on such date in the form of a single Note dated the Closing Date or such Subsequent Issue Date, as applicable, and registered in such Note Purchaser’s name (or the name of such Note Purchaser’s nominee), against delivery by the Administrative Agent to the Issuer of such Note Purchaser’s Purchase Price.
At Settlement of any Subsequent Issue, the Company will deliver to the Investor electronic notification from Link Market Services that the Shares to be issued pursuant to clause 3.3 pursuant to the relevant Investor Notice have been issued to the Investor.
In respect of the New Shares, Settlement shall occur on the Settlement Date, and in respect of any Subsequent Issue, Settlement shall occur two Business Days after the Company receives an Investor’s Notice that complies with clause 4.2.
On the Signing Date, the Initial Issue Date and the Subsequent Issue Date, after giving effect to the transactions contemplated hereby and the other Transaction Documents, the Company and its Subsidiaries, on a consolidated basis, are Solvent.
The Company shall have delivered to such Purchaser a certificate dated the Subsequent Issue Date from the chief executive officer or chief financial officer of the Company certifying as to the Solvency of the Company and its Subsidiaries (on a consolidated basis) before and after giving effect to the issuance of Additional Notes (and the application of the proceeds thereof as contemplated by Section 5.23).
The agreements, obligations, warranties and undertakings of the Parties shall not merge with the subscription for, and issue of, the New Shares or any Subsequent Issue but (to the extent that they have not been completed by performance at settlement of the relevant Share sale and purchase) shall remain enforceable to the fullest extent notwithstanding any rule of law to the contrary.
The proceeds of any issuance of the Notes issued on the Subsequent Issue Date shall be used for general corporate purposes, in particular to accelerate growth of the Company’s originations and servicing business, including through acquisitions, and to fund the Company’s investment in MAV Canopy HoldCo I, LLC.
This Agreement constitutes the entire agreement between the Parties on the subscription for, and issue of, the New Shares and any Subsequent Issue; it supersedes and extinguishes all earlier negotiations, understandings and agreements, whether oral or written, between the Parties relating to the subscription for, and issue of, the New Shares and any Subsequent Issue.