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 October 20, 2003, which date and time may be postponed by agreement among the Underwriters and the Republic or as provided in Section 11 hereof (the “Closing Date”), the Republic will issue and deliver one or more duly executed and authenticated Global Securities in an aggregate principal amount of Ps. 5,589,500,000. The Underwriters shall instruct DTC as to the allocation of interests in the Global Security among the accounts of DTC participants.
Issue of Securities. Holding and the Issuer have authorized the issuance of 70,000 units (the "UNITS") consisting of $1,000 principal amount of the Notes and one Warrant (the "OFFERING"). The Notes are to be issued pursuant to the Indenture and the Warrants are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are referred to herein as the "SECURITIES". Each Note will be substantially in the form of the Note set forth as Exhibit A to the Indenture. Each Warrant will be substantially in the form of the Warrant set forth as Exhibit A to the Warrant Agreement. The Securities will be offered and sold to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger Agreement, (i) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of t...
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. 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 ......................................... 7 Section 2.2. Purchase, Sale and Delivery of Securities.................... 8 Section 2.3. Registration Rights of Holders of Securities................. 9 Section 2.4. Offering by the Initial Purchaser............................ 9
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.
Issue of Securities. Subject to this Constitution, without affecting any special rights conferred on the holders of any Shares, the Company may issue Shares or any other securities with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of capital, payment of calls, rights of conversion or otherwise, as and when the Board may determine and on any other terms the Board considers appropriate.