Securities Investment Sample Clauses

Securities Investment. Pursuant to an Executive Securities Purchase Agreement to be dated as of December 15, 1994 (the "Closing Date"), between the Executive and the Employers, the Executive purchased from SFAC a combination of 11% Senior Subordinated Discount Debentures of SFAC due 2006 (the "Subordinated Debentures") and common stock, par value $0.01 per share, of SFAC (the "Common Stock") for an aggregate purchase price of $10,000. The Subordinated Debentures and Common Stock purchased pursuant to this Section 3.5.2 (the "Initial Securities") shall be considered vested securities ("Vested Securities") as follows: (i) 25% of the Initial Securities shall become Vested Securities on the Closing Date, (ii) an additional 25% of such Initial Securities shall become Vested Securities on the 181st day following the Closing Date, (iii) an additional 25% of the Initial Securities shall become Vested Securities on the first anniversary of the Closing Date, and (iv) the remaining 25% of such Initial Securities shall become Vested Securities on the 181st day following the first anniversary of the Closing Date; each such 25% block of Initial Securities to be comprised of 25% of the Subordinated Debentures sold to the Executive under this Section 3.5.2 and 25% of the shares of Common Stock sold to the Executive under this Section 3.5.2. Vested Securities shall be transferable by the Executive, subject only to restrictions ("Transfer Restrictions") on the transfer of Initial Securities set forth in (i) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and its principal stockholders, as amended (the "Principal Stockholders Agreement"), (ii) the Stockholders Agreement, dated as of August 16, 1993, among SFAC and all of its stockholders, as amended (the "Investors Stockholders Agreement"), and (iii) the Securities Purchase Agreement, dated as of August 16, 1993, among SFAC, its principal Stockholders and all holders of the Subordinated Debentures, as amended (the "Securities Purchase Agreement"); provided, that any Vested Securities transferred pursuant to an exemption from Transfer Restrictions for transfer to Affiliates provided for in Section 2.1(a)(ii) of the Principal Stockholders Agreement or Section 6.4(a) of the Securities Purchase Agreement shall remain subject to the Employers' repurchase rights, and shall be benefited by the Executive's (or his Beneficiary's) right to require repurchase, under Article 4 hereof. Initial Securities not yet vested shall not be transfer...
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Securities Investment. Section not applicable. (See Executive Securities Purchase Agreement dated as of December 15, 1994, and Stock Purchase Agreement dated as of June 15, 1995).
Sample 1Sample 2
Securities Investment. (a) On the Closing Date, Executive shall purchase from Holdings a common membership interest in Holdings for a minimum aggregate purchase price of $1,500,000 (the "Aggregate Purchase Price") at the same price per Common Interest as paid by the Parent at the Closing. Such purchased interest is hereinafter referred to as the "Purchased Interest."
Sample 1
Securities Investment. (a) On the date hereof, Executive shall purchase, in addition to the Retained Shares already held by Executive (as defined below), from the Company, pursuant to an Executive Subscription and Stock Purchase Agreement, a form of which is attached hereto as Exhibit A (the "Purchase Agreement"), 8,005 shares, as adjusted for stock dividends, stock splits and the like (the "Purchased Shares"), of common stock, par value $.01 per share ("Common Stock") at an aggregate purchase price of $999,904.55 (the "Aggregate Purchase Price"). The Aggregate Purchase Price for the Purchased Shares shall be paid by delivery of a note by Executive to the Company with an original principal amount equal to the Aggregate Purchase Price (the "Note"). The repayment of the Note shall be secured by the Purchased Shares and proceeds received by the Executive upon disposition of the Purchased Shares as set forth in the Note. The form of the Note to be executed and delivered by the Executive is attached as Exhibit B hereto.
Sample 1

Related to Securities Investment

  • Securities in Global Form If Securities of a series are issuable in global form, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (10) of Section 2.03(b) and the provisions of Section 2.05, any such Security in global form shall represent such of the Securities of such series Outstanding as shall be specified therein, and any such Security in global form may provide that it shall represent the aggregate amount of Securities Outstanding from time to time endorsed thereon and that the aggregate amount of Securities Outstanding represented thereby may from time to time be reduced to reflect any exchanges of beneficial interests in such Security in global form for Securities of such series as contemplated herein. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Securities Outstanding represented thereby shall be made by the Trustee or the Security Registrar in such manner and upon instructions given by such person or persons as shall be specified in such Security in global form or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the person or persons specified in such Security in global form or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 2.06 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.06. Notwithstanding the provisions of Section 2.05, unless otherwise specified as contemplated by Section 2.03(b), payment of principal of and any premium and interest on any Security in permanent global form shall be made to the persons or persons specified therein.

  • The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing:

  • Trust Account Investments The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Pricing Disclosure Package and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates an initial Business Combination, it will not be required to register as an investment company under the Investment Company Act.

  • PIPE Investment (a) Acquiror has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Acquiror with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide equity financing to Acquiror solely for purposes of consummating the Transactions in the aggregate amount of not less than $225,000,000 (the “PIPE Investment Amount”). To the knowledge of Acquiror, with respect to each PIPE Investor, the Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. Each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such Subscription Agreement violates or will violate any Laws. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor that could affect the obligation of such PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of the date hereof, Acquiror does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all respects on a timely basis any condition to closing or material term to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein.

  • Investment Securities Each of the Company and its subsidiaries has good and marketable title to all securities held by it (except securities sold under repurchase agreements or held in any fiduciary or agency capacity) free and clear of any lien, claim, charge, option, encumbrance, mortgage, pledge or security interest or other restriction of any kind, except to the extent such securities are pledged in the ordinary course of business consistent with prudent business practices to secure obligations of the Company or any of its subsidiaries and except for such defects in title or liens, claims, charges, options, encumbrances, mortgages, pledges or security interests or other restrictions of any kind that would not be material to the Company and its subsidiaries. Such securities are valued on the books of the Company and its subsidiaries in accordance with GAAP.

  • Investments, Etc The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, except:

  • Eligible Investments The following are Eligible Investments:

  • Uncertificated Securities and Certain Other Investment Property The Debtor will permit the Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Investment Property not represented by certificates which are Collateral to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Investment Property not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Agent granted pursuant to this Security Agreement. The Debtor will take any actions necessary to cause (i) the issuers of uncertificated securities which are Collateral and which are Securities and (ii) any financial intermediary which is the holder of any Investment Property, to cause the Agent to have and retain Control over such Securities or other Investment Property. Without limiting the foregoing, the Debtor will, with respect to Investment Property held with a financial intermediary, cause such financial intermediary to enter into a control agreement with the Agent in form and substance satisfactory to the Agent.

  • Bank Accounts; Investments Capital Contributions, revenues and any other Company funds shall, as directed by Preferred, be deposited by the Company in trading accounts (whether “regulated” or “unregulated”) established in the name of the Company. As provided by Rule 4.20(c) of the Commodity Futures Trading Commission (the “CFTC”), no other funds shall be deposited into the Company’s trading accounts or commingled with Company investments. Funds deposited in the Company’s trading accounts may be withdrawn only to be invested in furtherance of the Company’s purposes, to pay Company debts or obligations or to be distributed to the Members pursuant to this Agreement.

  • Investment Securities and Commodities (a) Each of the Company and its Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Lien, except as set forth in the financial statements included in the Company Reports or to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued on the books of the Company in accordance with GAAP in all material respects.

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