Mezzanine Securities. 35 SECTION 5. MISCELLANEOUS....................................................36 5.1 Additional Securities Subject to Agreement.......................36
Mezzanine Securities. Notwithstanding anything to the contrary herein, the Company may grant registration rights to holders of Mezzanine Securities which are more, as or less favorable to such holders than the registration rights of the parties hereto. To the extent that Mezzanine Securities consist of Common Stock or Common Stock Equivalents, holders of Mezzanine Securities may be given the right by the Company to participate in registrations as if such holders were Stockholders, and the Company shall not be obliged hereunder to comply with any provision of this Section 4 in respect of a registration of Mezzanine Securities.
Mezzanine Securities. The Company will not be required to comply with SPAS No. ISO in respect of any period prior to the date hereof;
Mezzanine Securities. The Company will not be required to comply with SFAS No. 150 in respect of any period prior to the Issue Date;
Mezzanine Securities. Subject to the satisfaction of the -------------------- other conditions to closing listed in the Transaction Agreement, including, without limitation, the condition set forth in Section 2.1 of this Agreement, the parties have decided to proceed with the closing under the Transaction Agreement notwithstanding the absence of a third party purchaser of the Mezzanine Securities. Accordingly, the FS Stockholder and The Limited expect to execute a Securities Purchase Agreement, which shall be substantially in the form attached hereto as Exhibit 3 pursuant to which The Limited will purchase an aggregate of $15,000,000 of the Mezzanine Securities and the FS Stockholder will purchase an aggregate of $35,000,000 of the Mezzanine Securities therein described and will receive the Facility Fee therein provided. FS Stockholder agrees to use its reasonable best efforts to sell, and The Limited agrees to cooperate in connection with a sale, to a third party the Mezzanine Securities (or of mezzanine securities issued by the Company in a refinancing thereof). If The Limited does not contribute $5,000,000 to the real estate equity as contemplated by Section 1, The Limited will purchase an additional amount of Mezzanine Securities equal to the amount not so funded and FS Stockholder will purchase less Mezzanine Securities in a like amount. The parties further agree that any such third party purchaser will be made a party to the Registration Rights Agreement, which shall be amended to provide to such party pro rata "piggy back" registration rights and two demand registration rights in each case with respect to the shares issuable upon exercise of the warrants only. The parties further agree that so long as The Limited holds more than $10,000,000 of the Mezzanine Securities, the Company will not agree to any modification or waiver of the Securities Purchase Agreement without the consent of The Limited. Additionally, the FS Stockholder will not be permitted to sell any Mezzanine Securities in a particular series unless The Limited has previously sold or is concurrently selling (or, in connection with the specific opportunity to sell, has elected not to sell) its Mezzanine Securities in the same series.
Mezzanine Securities. In the event this Note has not been converted into Note Shares in accordance with the terms of Section 5(a) hereof and the Company consummates a Mezzanine Financing while this Note remains outstanding, the unpaid principal of this Note and accrued and unpaid interest thereon shall be (i) repaid in cash from the proceeds of the Mezzanine Financing or (ii) at the election of the Registered Holder in accordance with this Section 5(b), converted into, or exchanged for, an amount of Mezzanine Securities on a pari passu basis with investors in the Mezzanine Financing. The Company shall give written notice of the proposed Mezzanine Financing at least five (5) days prior to the final closing in such Mezzanine Financing. If the Company receives written notice from the Registered Holder of its election to convert this Note into, or exchange this Note for, Mezzanine Securities within one (1) business day prior to the final closing of the Mezzanine Financing, this Note shall be converted into, or exchanged for, Mezzanine Securities in accordance with the terms of this Section 5(b). Upon conversion of this Note into Mezzanine Securities pursuant to this paragraph, the principal amount of this Note and accrued and unpaid interest thereon shall have thereby been paid and discharged in full, this Note shall be canceled, and the holder shall have no recourse to the Company or guarantor.
Mezzanine Securities. In the event this Note has not been converted into Note Shares in accordance with Section 5(a) and the Company consummates a private financing (the "Mezzanine Financing") of at least $2,000,000 (before deducting commissions and expenses) of equity or equity-linked securities (the "Mezzanine Securities") exempt from registration under Section 4(2) and/or Regulation D promulgated under the Act at any time during which this Note shall remain outstanding, the unpaid principal and the accrued and unpaid interest of this Note shall be (i) repaid in cash from the proceeds of the Mezzanine Financing or (ii) at the election of the Holder in accordance with this Section 5(b), converted into, or exchanged for, an amount of Mezzanine Securities on a pari passu basis with investors in the
Mezzanine Securities. The Company will not be required to comply with guidance regarding accounting for financial instruments with characteristics of both liabilities and equity in respect of any period prior to the date of this Indenture;
Mezzanine Securities. Mezzanine Securities shall mean (a) the warrants to purchase shares of Class B Common Stock issued to the Mezzanine Investors pursuant to the Mezzanine Debt Documents, (b) all shares of Class B Common Stock issued or issuable upon exercise of such warrants, (c) the shares of Series A Preferred Stock issued to the Mezzanine Investors pursuant to the Contribution Agreement, (d) all other shares of the Company's capital stock purchased by or issued from time to time to any of the Mezzanine Investors, (e) all shares of the Company's capital stock issued or issuable upon conversion of such shares, and (f) all shares of the Company's capital stock issued with respect to such shares by way of stock dividend or stock split or in connection with any merger, consolidation, recapitalization or other reorganization affecting the Company's capital stock. Mezzanine Securities will continue to be Mezzanine Securities in the hands of any holder and each transferee thereof will succeed to the rights and obligations of a holder of Mezzanine Securities hereunder, provided that shares of Mezzanine Securities will cease to be Mezzanine Securities when transferred (i) to the Company, (ii) to a Sponsor Stockholder, (iii) to a Manager, (iv) to an Other Stockholder or (v) pursuant to a Public Sale. Mezzanine Stockholder. Mezzanine Stockholder shall mean any of the Mezzanine Investors for so long as such Person holds Mezzanine Securities and any other Person to whom Mezzanine Securities are transferred for so long as such Person holds any Mezzanine Securities. Non-Transferring Stockholders. See Section 2.4.
Mezzanine Securities. 10.10.1. The Borrower will maintain all Security Interests created under the Mezzanine Securities for the benefit of the Lender and will affect all registrations relating thereto.
