Common use of Completion of Offering Clause in Contracts

Completion of Offering. Upon completion of the offering: (a) The Agent shall issue (using the Direct Registration System (DRS), Rights Certificate or electronically through the facilities of DTC, in each case in a manner approved by the Company) shares of the Common Stock for which Subscriptions in the Rights Offering have been received and accepted by the Company. (b) For so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of Common Stock to permit the exercise in full of all Rights issued pursuant to the Rights Offering. Subject to the terms and conditions of this Agreement, the Agent in its capacity as Transfer Agent for the Common Stock, will issue (using DRS, Rights Certificates or electronically through the facilities of DTC, in each case in a manner approved by the Company) the appropriate number of shares of Common Stock as required from time to time in order to effectuate the Subscriptions in the Rights Offering. (c) The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration, or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all shares of Common Stock issuable upon the exercise of the Rights Certificate , at the time of delivery of the shares therefore (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges, and security interests created by or imposed upon the Company with respect thereto. (d) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents, and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of Rights Certificate or the issuance, sale, transfer and delivery of Common Stock issued upon exercise of Rights Certificate .

Appears in 1 contract

Sources: Subscription Agent Agreement (Unity Bancorp Inc /Nj/)

Completion of Offering. Upon completion of the offering: (a) The Agent shall issue (using the Direct Registration System (DRS), Rights Certificate ) or electronically through the facilities of DTC, in each case in a manner approved by the Company) shares of the Common Stock for which Subscriptions in the Rights Offering or subscriptions in the Public Offering have been received and accepted by the Company. (b) For so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of Common Stock to permit the exercise in full of all Rights issued pursuant to the Rights Offering. Subject to the terms and conditions of this Agreement, the Agent in its capacity as Transfer Agent for the Common Stock, will issue (using DRS, Rights Certificates DRS or electronically through the facilities of DTC, in each case in a manner approved by the Company) the appropriate number of shares of Common Stock as required from time to time in order to effectuate the Subscriptions in the Rights Offering and all accepted subscriptions in the Public Offering. (c) The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration, or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all shares of Common Stock issuable upon the exercise of the Rights Certificate Certificates, or through a Public Offering subscription agreement, at the time of delivery of the shares therefore (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges, and security interests created by or imposed upon the Company with respect thereto. (d) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents, and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of Rights Certificate Certificates or the issuance, sale, transfer and delivery of Common Stock issued upon exercise of Rights Certificate Certificates or through a Public Offering subscription agreement.

Appears in 1 contract

Sources: Subscription Agent Agreement (Jacksonville Bancorp Inc /Fl/)

Completion of Offering. Upon completion of the offering: (a) The Agent shall issue (using the Direct Registration System (DRS), Rights Certificate ) or electronically through the facilities of DTC, in each case in a manner approved by the Company) shares of the Common Stock for which Subscriptions in the Rights Offering have been received and accepted by the Company. (b) For so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of Common Stock to permit the exercise in full of all Rights issued pursuant to the Rights Offering. Subject to the terms and conditions of this Agreement, the Agent in its capacity as Transfer Agent for the Common Stock, will issue (using DRS, Rights Certificates DRS or electronically through the facilities of DTC, in each case in a manner approved by the Company) the appropriate number of shares of Common Stock as required from time to time in order to effectuate the Subscriptions in the Rights Offering. (c) The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration, or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all shares of Common Stock issuable upon the exercise of the Rights Certificate Certificates, at the time of delivery of the shares therefore (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges, and security interests created by or imposed upon the Company with respect thereto. (d) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents, and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of Rights Certificate Certificates or the issuance, sale, transfer and delivery of Common Stock issued upon exercise of Rights Certificate Certificates.

Appears in 1 contract

Sources: Subscription Agent Agreement (Jacksonville Bancorp Inc /Fl/)