Refused Securities Sample Clauses

Refused Securities. In the event that Notices of Acceptance are not given by the Employee Stockholders in respect of all the Offered Securities, the Company shall have 120 days from the expiration of the Offer Period to sell all or any part of such Offered Securities as to which Notices of Acceptance have not been given by the Employee Stockholders (the "REFUSED SECURITIES") to any other Person(s), but only upon terms and conditions in all respects, including, without limitation, unit price and interest rates, which are no more favorable, in the aggregate, to such other Person(s) or less favorable to the Company than those set forth in the Offer. Upon the closing, which shall include full payment to the Company, of the sale to such other Person(s) of all the Refused Securities, the Employee Stockholders shall purchase from the Company, and the Company shall sell to the Employee Stockholders, the Offered Securities in respect of which Notices of Acceptance were delivered to the Company by the Employee Stockholders, at the terms specified in the Offer.
Sample 1
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Refused Securities. The Company may sell any New Securities not subscribed for by Purchaser in accordance with Sections 2.2 and 2.3 to any Person or Persons at a price not less, and upon terms no more favorable to the offeree, than those specified in the Offer Notice. To the extent such New Securities are not sold prior to the scheduled closing of the offering, such New Securities shall not be offered unless first reoffered to Purchaser in accordance with this ARTICLE 2.
Sample 1Sample 2
Refused Securities. The Company shall have three months from the expiration of the Xxxxxx Offer Period or the Stock Offer Period, as applicable, to sell all or any of such New Securities which Xxxxxx has not purchased pursuant to Section 5(b) or 5(c), as applicable (the "Refused Securities"), to any other Person(s), but only at a price no less than 95% of the price per share set forth in the Xxxxxx Offer or the Stock Offer, as applicable, and upon such other terms and conditions, which are no more favorable to such other Person(s) or less favorable to the Company than those set forth in the Xxxxxx Offer or the Stock Offer, as applicable. Upon the closing, which shall include full payment to the Company, of the sale to such other Person(s) of all the Refused Securities, Xxxxxx shall purchase from the Company, and the Company shall sell to Xxxxxx, the New Securities in respect of which a Xxxxxx Notice of Acceptance or Stock Notice of Acceptance, as applicable, was delivered to the Company by Xxxxxx at the terms specified in the Xxxxxx Offer or the Stock Offer, as applicable.
Sample 1
Refused Securities. The Company (or Acquisition Counterparty, as applicable) shall have two (2) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Holder (the “Refused Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with the Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto.
Sample 1

Related to Refused Securities

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • LOANED SECURITIES Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled.

  • Public Offering of the Offered Securities The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.

  • New Securities “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

  • Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Company Securities Section 3.2(a)........................................11

  • Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Authorization of the Offered Securities The Offered Securities to be sold by the Company through the Underwriters have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in sub-section (r)) imposed by the Company. The Company has sufficient Ordinary Shares for the issuance of the maximum number of Offered Securities issuable pursuant to the Offering as described in the Prospectus.

  • Sales of Reserved Securities In connection with any offer and sale of Reserved Securities outside the United States, each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it was filed, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the same is distributed. The Company has not offered, or caused the Representatives or Xxxxxxx Xxxxx to offer, Reserved Securities to any person with the specific intent to unlawfully influence (i) a customer or supplier of the Company or any of its affiliates to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to write or publish favorable information about the Company or any of its affiliates, or their respective businesses or products.

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