Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Agents, acting as agents and/or principals, the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 (the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-203498), including a Base Prospectus (defined below), relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus specifically relating to the sale of the Securities pursuant to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration s...
Issuance and Sale of Securities. The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.
Issuance and Sale of Securities. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Creditor, and the Creditor hereby agrees to accept delivery from the Company, of a Debenture and the Warrant to be issued to the Creditor pursuant to Section 6.3 hereof.
Issuance and Sale of Securities. At the Closing, subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Company agrees to issue and sell to each Investor, and each Investor severally agrees to purchase from the Company, the number of shares of Series B Preferred Stock, at the respective purchase prices, as set forth below the name of each Investor on Schedule A hereto.
Issuance and Sale of Securities. Upon the terms set forth herein, during the Initial Period the Company will issue and sell to Buyer, and Buyer will purchase from the Company, for an aggregate purchase price of up to $60 million payable in immediately available funds and in separate Closings as provided in Section 3.1, Securities or Additional Securities or both. During the Optional Period, at the Company's option, Buyer agrees to purchase from the Company Optional Securities in accordance with the terms set forth below. After the Collaboration Agreement expires or terminates, Buyer shall not be required to purchase further Securities or Additional Securities pursuant to this Agreement.
Issuance and Sale of Securities. The Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Virtu, acting as sales agent, common units representing limited partner interests in the Partnership (the “Common Units”), on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through Virtu such number of Common Units that (a) exceed the number of units or dollar amount of Securities registered on the effective Registration Statement (as defined below) pursuant to which this offering is being made, (b) exceeds the number of authorized but unissued Common Units (the less of (a) and (b), the “Maximum Amount”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities shall be the sole responsibility of the Partnership, and that Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Partnership and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue any Securities. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission, a registration statement on Form S-3 (File No. 333-254509), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Partnership, and which incorporates by reference documents that the Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act Regulations”). The Partnership will prepare one or more prospectus supplements specifically relating to the Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Th...
Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent up to $125,000,000 of ordinary shares, nominal value £0.002 per share (the “Ordinary Shares”), of the Company to be delivered in the form of American Depositary Shares (the “ADSs”), each representing one Ordinary Share, subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 1, 2022 and declared effective by the Commission on July 12, 2022, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-265978), including a base prospectus, relating to certain securities, including the ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it became effective, as supplemented by the Prospectus Supplement. Except where ...
Issuance and Sale of Securities. Subject to the terms and conditions set forth in this Agreement, and in reliance upon the Company’s and each Purchaser’s representations set forth herein, on the Closing Date (as defined below), the Company shall issue and sell to the Purchasers free and clear of all Liens, and the Purchasers shall severally purchase from the Company, the number of shares of Series A Preferred Stock and Series A Exchangeable Preferred Stock set forth opposite each Purchaser’s name on Schedule 2.1 (collectively such shares are referred to as the “Securities”) for the aggregate cash purchase price set forth opposite each Purchaser’s name on Schedule 2.1 for such Securities (such aggregate purchase price, the “Total Purchase Price”). The purchase and sale of the Securities shall be effected on the Closing Date by the Company executing and delivering to the Purchasers, duly registered in each Purchaser’s name, duly executed stock certificates evidencing the Securities being purchased by each Purchaser, against delivery by such Purchaser to the Company of the portion of Total Purchase Price payable by such Purchaser, by wire transfer of immediately available funds to the Company’s bank account previously provided to the Purchasers by the Company (the “Company Bank Account”).
Issuance and Sale of Securities. 2 6 Upon the terms set forth herein, the Company hereby agrees to issue and sell to Buyer, and Buyer hereby agrees to purchase the Securities for an aggregate purchase price of $20 Million (the "Securities Purchase Price"). Buyer hereby subscribes for and agrees to purchase from the Company, in immediately available funds, (i) 640,095 Shares of the Company's Common Stock for a cash purchase price of $15 million (calculated by reference to the closing prices of the Company's Common Stock for the 20 consecutive trading days ending on and including August 19, 1997 amounting to $23.434 per share), and (ii) a Warrant to purchase 700,000 shares of the Company's Common Stock for a cash purchase price of $5 million.
Issuance and Sale of Securities. The Issuer agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents, acting as agent, up to 15,500,000 (the “Designated Securities”) trust units of the Issuer (the “Securities”); provided, however, that with respect to “at the market” sales (as defined in Section 3) of Securities, the market value of the Securities distributed shall not exceed 10% of the aggregate market value of the Issuer’s outstanding Securities calculated in accordance with Section 9.2 of National Instrument 44-102 (“NI 44-102”) of the Canadian Securities Administrators (the “CSA”). Notwithstanding anything to the contrary contained herein, the Parties agree that compliance with the limitations set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Issuer, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of Designated Securities will be effected pursuant to the Canadian Prospectus filed with the securities regulatory authorities in each of the provinces of Canada (the “Qualifying Authorities”) and the U.S. Prospectus and Registration Statement (as defined in Section 6(b)) filed by the Issuer with the Securities and Exchange Commission (the “SEC”).
