Distribution of the Securities Clause Samples

Distribution of the Securities. To comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations, the 1940 Act and the 1940 Act Regulations, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement, the General Disclosure Package and the Prospectus.
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Distribution of the Securities. Escrow Agent shall hold and ------------------------------ distribute the Securities in accordance with the following instructions: a. Escrow Agent shall hold the Restricted Stock until it receives written notice from Faraday (the "Default Notice") stating that (i) Alliance (as defined in the Personal Guaranty) failed to cause a Registration Statement (as defined in the Personal Guaranty) to become effective by the Deadline Date (as defined in the Personal Guaranty) and (ii) there is an outstanding Guaranteed Amount (as defined in the Personal Guaranty) as of the date of the Default Notice. Upon receipt by Escrow Agent of the Default Notice, Escrow Agent shall distribute the Restricted Stock and the McPeak Stock Assignment to Farad▇▇. ▇▇ncurrent with the execution of this Agreement, McPeak shall execute and deliver ▇▇ ▇▇crow Agent the McPeak Stock Assignment executed ▇▇ ▇▇ank to facilitate the transfer of the Restricted Stock, if necessary, pursuant to this paragraph. Provided that Faraday has not delivered the Default Notice to Escrow Agent, Escrow Agent shall distribute the Restricted Stock and McPeak Stock Assignment to McPea▇ ▇▇▇▇ the earlier of the f▇▇▇▇▇▇ng to occur: (x) July 31, 2002 and (y) the receipt of written notice from McPeak that Alliance caused a Re▇▇▇▇▇▇tion Statement to become effective with adequate proof of same provided to the Escrow Agent, provided that McPeak shall have delivered writ▇▇▇ ▇▇tice to Faraday that a Registration Statement had become effective. b. Escrow Agent shall hold the Free Trading Stock until it receives written notice from Faraday (the "Deadline Notice") stating that Alliance failed to cause a Registration Statement to become effective by the Deadline Date. Upon receipt by Escrow Agent of the Deadline Notice, Escrow Agent shall distribute the Free Trading Stock and the Sherwood Stock Assignment to Faraday. Concurrent with the execution of this Agreement, Sherwood shall execute and deliver to Escrow Agent the Sherwood Stock Assignment executed in blank to facilitate the transfer of the Restricted Stock, if necessary, pursuant to this paragraph. Provided that Faraday has not delivered the Deadline Notice to Escrow Agent, Escrow Agent shall distribute the Free Trading Stock and Sherwood Stock Assignment to Sherwood upon the earlier of the following to occur: (x) July 31, 2002 and (y) the receipt of written notice from Sherwood that Alliance caused a Registration Statement to become effective with adequate proof of sa...
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Distribution of the Securities. The Company will comply with the applicable provisions of the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations, the 1940 Act and the 1940 Act Regulations, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement, the General Disclosure Package and the Prospectus.
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Related to Distribution of the Securities

  • Authorization of the Securities The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • Terms of the Securities The Securities have the “Terms” as set out in these Issue Terms, which will complete and modify (i) the Bearer Securities Base Conditions Module, July 2016 Edition and (ii) the General Definitions Module, July 2016 Edition (the “General Definitions Module”), both of which are incorporated by reference into these Issue Terms (together, the “Conditions”) and are set out in full in the Information Memorandum.

  • Issuance of the Securities 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 other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Registration of the Shares (i) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.