Securities to be Registered Sample Clauses

Securities to be Registered. Subscribers Whalehaven Capital Fund Limited-Common stock underlying $75,000 convertible note Warrants to purchase shares of common stock* Schlomo & Xxxxxx Xxxxxxx- Common stock underlying $75,000 convertible note Warrants to purchase shares of common stock* Xxxxx X. Xxxxxxxxx- Common stock underlying $45,000 convertible note Warrants to purchase shares of common stock* PSM Holdings- Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock*
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Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Centaurian Fund- Common stock underlying $10,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth above.
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Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $175,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Schlomo & Xxxxxx Xxxxxxx-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Xxxx Xxxxxx-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* J & N Invest LLC-Common stock underlying $200,000 convertible note Warrants to purchase shares of common stock* Ramshead Limited-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Naomie Klissman-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Xxxx Xxxxxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Xxxxx Xxxxxxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Xxxxx X. Xxxxxxxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Jan Veryke-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* PSM Holdings-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* Xxxxxx & Xxx Xxxx-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
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Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $100,000 convertible note Warrants to purchase shares of common stock* Schlomo & Xxxxxx Xxxxxxx-Common stock underlying $250,000 convertible note Warrants to purchase shares of common stock* Ramshead Holding Ltd.-Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
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Securities to be Registered. Both the Option and the shares covered by the Option shall be "registered securities" as defined for the General Rules and Regulations under the Securities Act of 1933 (the "Act").
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Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* J&N Invest LLC-Common stock underlying $215,000 convertible note Warrants to purchase shares of common stock* Xxx & Xxx Xxxx- Common stock underlying $50,000 convertible note Warrants to purchase shares of common stock* Xxxxx X. Xxxxxxx-Common stock underlying $30,000 convertible note Warrants to purchase shares of common stock* Xxxx Xxxxxxx-Common stock underlying $25,000 convertible note Warrants to purchase shares of common stock* Ramshead Holding Ltd.- Common stock underlying $30,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
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Securities to be Registered. Subscribers Alpha Capital Anstalt-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* Whalehaven Capital Fund Limited-Common stock underlying $125,000 convertible note Warrants to purchase shares of common stock* * One Class A Common Stock Purchase Warrant was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at the conversion price. The Company has also granted piggyback registration rights on the outstanding convertible notes and warrants set forth in Schedule 5(d).
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Securities to be Registered. On December 18, 1998, the Board of Directors of Schlotzsky's, Inc. (the "COMPANY") adopted a Stockholder Rights Plan, providing that one right (a "RIGHT") will be attached to each share of common stock, no par value, of the Company (the "COMMON STOCK") as of December 30, 1998 (the "RECORD DATE"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Class C Series A Junior Participating Preferred Stock, no par value (the "PREFERRED STOCK"), at a Purchase Price of $75.00 per one one-hundredth of a share (the "PURCHASE PRICE"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement (the "RIGHTS AGREEMENT"), dated as of December 18, 1998, between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the "RIGHTS AGENT"). Initially, the Rights will be attached to all Common Stock certificates representing shares outstanding as of the Record Date, and no separate Rights Certificate will be distributed. The Rights will separate from the Common Stock and a distribution date ("Distribution Date") will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "ACQUIRING PERSON") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (the "STOCK ACQUISITION DATE"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates will contain a notation incorporating the Rights Agreement by reference; and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights Agreement provides that Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and certain of their successors and affiliates, who together will be beneficial owners of approximately 12.5% of the Common Stock of the Company outstanding on December 18, 1998, are excluded from the definition of "Acquiring Person." The Rights are not exercisable until the Distribution Date and will expire at the close of b...
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Related to Securities to be Registered

  • Securities Not Registered Such Purchaser understands that the Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

  • Securities Are Not Registered (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.

  • Shares Not Registered The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

  • Selection of Securities to be Redeemed If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or Tranche not previously called for redemption, by such method as shall be provided for any particular series, or, in the absence of any such provision, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or Tranche or any integral multiple thereof) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized denomination for Securities of such series or Tranche; provided, however, that if, as indicated in an Officer's Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount of such Securities which have not been so tendered. The Trustee shall promptly notify the Company and the Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

  • Securities Registration In the event the shares of ----------------------- Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if so requested by the Company, concurrently with the exercise of this Option (either in whole or in part) and as a condition to the Company's obligation to issue and deliver a stock certificate for such shares, deliver to the Company a written statement to the effect that the Optionee is acquiring the Stock for his or her own account for investment purposes only and not with a view to resale or distribution thereof.

  • Securities To Be Sold 2.8.2.1. The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.

  • Issuance of the Securities; Registration The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 23, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.

  • Properly Registered The Adviser is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

  • Register; Notes The Register shall be maintained on the following terms.

  • Selection by Trustee of Securities to Be Redeemed If less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

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