Cancellation of Securities and Units Sample Clauses

Cancellation of Securities and Units. (i) New Mountain Finance shall not undertake any redemption, repurchase, acquisition, exchange, cancellation or termination of any share of New Mountain Finance Common Stock that is not accompanied by a substantially contemporaneous prior (including economically equivalent consideration paid) redemption, repurchase, acquisition, cancellation or termination of Common Membership Units registered in the name of New Mountain Finance in order to maintain a one-to-one ratio between the number of Common Membership Units held by New Mountain Finance and the number of shares of New Mountain Finance Common Stock issued and outstanding and not held in treasury, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Membership Units held by New Mountain Finance and the number of shares of New Mountain Finance Common Stock issued and outstanding and not held in treasury. Schedule A shall be revised by the Company to reflect any such redemption, repurchase, acquisition, cancellation or termination.
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Cancellation of Securities and Units. At any time a share of Class A Common Stock or Class C Common Stock is redeemed, repurchased, acquired, cancelled or terminated by or on behalf of the Ultimate Parent (other than in connection with a conversion of shares of Class C Common Stock into Class A Common Stock), one (1) Common Unit registered in the name of the Ultimate Parent or, at the election of the General Partner in its sole discretion, any of its direct or indirect subsidiaries (including the General Partner), will be redeemed, repurchased, acquired, cancelled or terminated by the Partnership for the same consideration, if any, as the consideration paid by or on behalf of the Ultimate Parent so that the number of Common Units held by the Ultimate Parent and any of its direct or indirect subsidiaries (including the General Partner) at all times equals the sum of (A) the number of shares of Class A Common Stock outstanding and (B) the number of shares of Class C Common Stock outstanding. At any time any other Securities are redeemed, repurchased, acquired, cancelled or terminated by or on behalf of the applicable Securities Issuer, the General Partner shall cause the same number of corresponding Units in the name of the applicable Securities Issuer to be redeemed, repurchased, acquired, cancelled or terminated by the Partnership for the same consideration, if any, as the consideration paid by or on behalf of the applicable Securities Issuer so that the number of Units of such class held by such Securities Issuer at all times equals the number of such Securities outstanding. The General Partner shall revise the register to reflect any such redemption, repurchase, acquisition, cancellation or termination.
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Cancellation of Securities and Units. (i) CPE shall not undertake any redemption, repurchase, acquisition, exchange, cancellation or termination of any share of CPE Common Stock that is not accompanied by a substantially contemporaneous prior (including economically equivalent consideration paid) redemption, repurchase, acquisition, cancellation or termination of Common Membership Units registered in the name of CPE in order to maintain a one-to-one ratio between the number of Common Membership Units held by CPE and the number of shares of CPE Common Stock issued and outstanding and not held in treasury, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Membership Units held by CPE and the number of shares of CPE Common Stock issued and outstanding and not held in treasury. The Manager shall promptly revise Exhibit A to reflect any such redemption, repurchase, acquisition, cancellation or termination.
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Cancellation of Securities and Units. (a) At any time a share of Class A Common Stock or Class C Common Stock is redeemed, repurchased, acquired, cancelled or terminated by or on behalf of the Ultimate Parent (other than in connection with a conversion of shares of Class C Common Stock into Class A Common Stock), one (1) Common Unit registered in the name of the Ultimate Parent or, at the election of the General Partner in its sole discretion, any of its direct or indirect subsidiaries (including the General Partner), will be redeemed, repurchased, acquired, cancelled or terminated by the Partnership for the same consideration, if any, as the consideration paid by or on behalf of the Ultimate Parent so that the number of Common Units held by the Ultimate Parent and any of its direct or indirect subsidiaries (including the General Partner) at all times equals the sum of (A) the number of shares of Class A Common Stock outstanding and (B) the number of shares of Class C Common Stock outstanding. The General Partner shall revise the register to reflect any such redemption, repurchase, acquisition, cancellation or termination.
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Related to Cancellation of Securities and Units

  • Cancellation of Securities All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities held by it in accordance with its procedures for the disposition of cancelled Securities and deliver a certificate of disposition to the Issuer upon request. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

  • Restrictions on Sale of Securities The Shares issued as payment for vested Restricted Stock Units under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies, and any other applicable securities laws.

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • Treatment of Securities as Debt It is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted to further this intention.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Disposition of Securities The Buyer shall not sell any Securities except as provided in this Agreement, the Registration Rights Agreement and the “Plan of Distribution” section of the prospectus included in the Registration Statement. The Buyer shall not transfer any Securities except pursuant to sales described in the “Plan of Distribution” section of the prospectus included in the Registration Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales of Securities pursuant to the Registration Statement, the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the prospectus included in the Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

  • Restriction on Sale of Securities During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a convertible or exchangeable security or the vesting of restricted stock or restricted stock units, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued, or options to purchase Common Stock, restricted stock or restricted stock units or other compensatory awards granted, pursuant to employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (D) any shares of Common Stock, restricted stock or restricted stock units issued pursuant to any non-employee director stock plan or dividend reinvestment plan, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing or (E) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that, in the case of clause (E) above, no more than an aggregate of 5% of the number of shares of Common Stock outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; provided further, that, in the case of clause (E) above, the Representatives receive a signed lock up agreement in substantially the form of Exhibit A hereto for the balance of the 30-day restricted period from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act.

  • Valuation of Securities Securities shall be valued in accordance with (a) the Fund's Registration Statement, as amended or supplemented from time to time (hereinafter referred to as the "Registration Statement"); (b) the resolutions of the Board of Trustees of the Fund at the time in force and applicable, as they may from time to time be delivered to FUND ACCOUNTING, and (c) Proper Instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees of the Fund to give instructions with respect to computation and determination of the net asset value. FUND ACCOUNTING may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the Fund shall have approved such use in advance.

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