Issue of Securities Sample Clauses
The 'Issue of Securities' clause defines the terms and conditions under which a company may create and distribute new shares or other financial instruments to investors. It typically outlines the types of securities that can be issued, the procedures for issuance, and any limitations or approvals required, such as board or shareholder consent. This clause ensures that the process of raising capital through new securities is clearly regulated, helping to prevent unauthorized dilution of existing ownership and providing transparency for all stakeholders.
Issue of Securities. All necessary corporate action has been taken, or will be taken before Closing, to authorize the issue and sale of, and the delivery of certificates representing, the Unit Shares, Unit Warrants and Compensation Options and, upon fulfillment of the exercise requirements thereof, including payment of the requisite consideration therefor, the Unit Shares, Unit Warrant Shares and Compensation Option Shares will be validly issued as fully paid and non-assessable Common Shares.
Issue of Securities. Not later than 10:00 a.m. New York City time on September 10, 2024 or such other time as may be agreed upon between the Underwriters and the Republic (the “Closing Date”), the Republic will issue and deliver one or more duly executed and authenticated Global Securities in an aggregate principal amount of U.S.$1,298,119,249. The Underwriters shall instruct DTC as to the allocation of interests in the Global Securities among the accounts of DTC participants.
Issue of Securities. Each series of Securities shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture and this Ninth Supplemental Indenture (including the forms of each series of Securities set forth in Exhibits A through E, as applicable). There shall be no limit upon the aggregate principal amount of Securities of each series that may be authenticated and delivered under this Ninth Supplemental Indenture.
Issue of Securities. (a) On or before the Closing, the Company will have authorized the original issue and sale to the Purchasers, in the respective amounts set forth on Schedule 1.1 hereto, of (i) up to $80,000,000 aggregate principal amount of its 11.0% Senior Notes due 2014 (the “Notes”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 688,913 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). The Notes and the Warrants shall each individually be referred to herein as a “Security” and collectively referred to herein as the “Securities.”
(b) The Securities will be offered and sold to the Purchasers (the “Offering”) pursuant to (i) the exemption from registration afforded by Section 4(a)(2) of the Securities Act or Regulation S under the Securities Act and (ii) the Company’s offering memorandum dated October 9, 2012, as revised by the revised offering memorandum dated October 10, 2012 (the “Offering Memorandum”).
(c) The Notes will be issued pursuant to an indenture in the form attached hereto as Annex A (the “Indenture”), to be dated as of the Closing Date, between the Company and U.S. Bank National Association as trustee (the “Trustee”). Each Note shall be dated the date of its issuance.
(d) The Warrants will be issued pursuant to a warrant agreement substantially in the form attached as Annex B hereto (the “Warrant Agreement”). Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided in the Warrants, for a number of shares of Common Stock as provided in the Warrants (the “Warrant Shares”). Each Holder of Warrants or Warrant Shares will have certain registration rights with respect to Warrant Shares and other rights and obligations with respect to Warrants and Warrant Shares, as provided herein and in the Warrant Agreement.
(e) The terms and provisions contained in the Indenture, the Notes, the Warrant Agreement and the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the parties hereto, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby.
(f) Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities shall bear the following legend: THIS OFFER AND SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TH...
Issue of Securities. In one or a series of related transactions, issue any Securities, or grant any person rights to be issued any Securities, representing more than 10 per cent. of the issued share capital of the Company, other than in accordance with any equity incentive scheme of the Company approved by the Board on the recommendation of the Remuneration Committee.
Issue of Securities. One series of the Securities, which shall be designated the “6.50% Senior Bonds due 2037” shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture and this Sixth Supplemental Indenture (including the forms of Securities set forth in Exhibits A through E, as applicable). There shall be no limit upon the aggregate principal amount of Securities that may be authenticated and delivered under this Sixth Supplemental Indenture.
Issue of Securities. (a) The Company has authorized the issuance and sale of a minimum of $4,000,000 and a maximum of $12,000,000 of Securities pursuant to the provisions of this Agreement.
(b) Subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to each Purchaser the aggregate amount of Shares and Warrants set forth below the Purchaser's signature on the subscription page bearing such Purchaser's name. The Shares shall be sold at the Offering Price.
(c) Subject to the terms and conditions set forth herein, each Purchaser hereby agrees to purchase the amount of Shares and Warrants as determined on the subscription page bearing such Purchaser's name (each a "Subscription"). Each Purchaser shall severally, and not jointly, be liable only for the purchase of the amount of Shares and Warrants that appears on the subscription page hereof that relates to such Purchaser.
(d) The Company's agreement with each Purchaser is a separate agreement and the sale of the Securities to each Purchaser is a separate sale.
Issue of Securities. PURCHASE AND SALE OF SECURITIES; RIGHTS OF HOLDERS OF SECURITIES; OFFERING BY INITIAL PURCHASER Section 2.1. Issue of Securities .............................. 11 Section 2.2. Purchase, Sale and Delivery of Securities...................................... 11 Section 2.3. Registration Rights of Holders of Securities...................................... 12 Section 2.4. Offering by the Initial Purchaser ................ 13
Issue of Securities. Not later than 10:00 a.m. New York City time on October 29, 2025, or such other time as may be agreed upon between the Underwriters and the Republic (the “Closing Date”), the Republic will issue and deliver one or more duly executed and authenticated Global Securities in (i) an aggregate principal amount of Ps. 54,018,277,920 in respect of the UYU Bonds and (ii) an aggregate principal amount of U.S.$500,000,000 in respect of Reopening 2037 Bonds. The Underwriters shall instruct DTC as to the allocation of interests in the Global Securities among the accounts of DTC participants.
Issue of Securities. Clause 21 will apply to the issue of any Securities under clause 20.5, except that:
(a) the issue price for the Securities must be Fair Market Value;
(b) the proposed subscription date is the date specified in the notice in the Securities Issue Notice;
(c) each Shareholder is not entitled to subscribe for more than its Respective Proportion of the Securities proposed to be issued; and
(d) the time periods specified in clauses 21.2 and 21.3 shall be shortened to 30 and 15 Business Days, respectively.