Preferred Stock Issuance. Section 2.1 .............4
Preferred Stock Issuance. Administrative Agent shall have ------------------------ received evidence, including, without limitation, opinions of counsel, satisfactory to Agents that the Preferred Stock has been issued and sold as contemplated on the date hereof, for gross proceeds of at least $50,000,000, pursuant to the Preferred Stock Documents.
Preferred Stock Issuance. Prior to the Closing, the SPAC shall, subject to compliance with applicable Law, declare an issuance of shares of New SPAC Series A Preferred Stock (the “Preferred Stock Issuance”), which issuance will be conditioned upon the occurrence of the Effective Time and shall have a record date and time that is as of the close of business on the Closing Date. Pursuant to the Preferred Stock Issuance, each holder of record of shares of New SPAC Common Stock as of the close of business on the Closing Date (other than (a) the stockholders of the Company who have waived such stockholders’ entire right, title and interest in, to or under, any participation in the Preferred Stock Issuance by virtue of executing the Written Consent (which, for clarity, shall exclude such waiver with respect to shares of New SPAC Common Stock to be received as a result of the conversion of any Company Note) and (b) the Sponsor, who shall have waived right, title and interest in, to or under, a portion of the Preferred Stock Issuance, as further described in the Sponsor Support and Forfeiture Agreement) shall receive a number of shares of New SPAC Series A Preferred Stock equal to the number of shares of New SPAC Common Stock held by such holder as of immediately following the effective time of the filing of the Certificate of Designations. For the avoidance of doubt, in no event shall the Preferred Stock Issuance result in any fraction of a share of SPAC Series A Preferred Stock being issued, and there shall be no consideration paid or payable in respect of any rounding pursuant to the preceding sentence.
Preferred Stock Issuance. Create, issue, incur, assume, become liable in respect of or suffer to exist any Preferred Stock other than Preferred Stock outstanding on the Closing Date, unless: (i) at the time of such issuance and after giving effect thereto, the portion of the Pro Forma Incurrence Tests set forth in clause (a) of the definition of Pro Forma Incurrence Tests is met, (ii) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or with the passage of time, no amount, other than quarterly cash dividends, is payable, matures, is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable or convertible at the option of the holder thereof, in whole or in part, on or prior to the date that is two (2) years after the Revolving Termination Date other than any redemption, exchange or conversion only into common stock of the Company or any other redemption, exchange or conversion rights that cannot be exercised prior to the date that is two (2) years after the Revolving Termination Date, (iii) at the time of such issuance and after giving effect thereto, no Default or Event of Default shall exist or would exist, and (iv) the Company shall have delivered to the Co-Administrative Agents a certificate in reasonable detail reflecting compliance with each of the forgoing requirements of this SECTION 7.17, including calculation with supporting detail regarding the portion of the Pro Forma Incurrence Tests set forth in clause (a) of the definition of Pro Forma Incurrence Tests is met, together with such other evidence of compliance with the forgoing requirements of this SECTION 7.17 as the Co-Administrative Agents may reasonably request.
Preferred Stock Issuance. Create, issue, incur, assume, become liable in respect of or suffer to exist any Preferred Stock, unless: (i) at the time of such issuance and after giving effect thereto, the portion of the Pro Forma Incurrence Tests set forth in clause (b) of the definition of Pro Forma Incurrence Tests is met, (ii) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or with the passage of time, no amount, other than quarterly cash dividends, is payable, matures, is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable or convertible at the option of the holder thereof, in whole or in part, on or prior to the date that is two (2) years after the Revolving Termination Date other than any redemption, exchange or conversion only into common stock of the Company or any other redemption, exchange or conversion rights that cannot be exercised prior to the date that is two (2) years after the Revolving Termination Date, (iii) at the time of such issuance and after giving effect thereto, no Default or Event of Default shall exist or would exist, and (iv) the Company shall have delivered to the Administrative Agent a certificate in reasonable detail reflecting compliance with each of the forgoing requirements of this Section 7.17, including calculation with supporting detail regarding the portion of the Pro Forma Incurrence Tests set forth in clause (b) of the definition of Pro Forma Incurrence Tests is met, together with such other evidence of compliance with the forgoing requirements of this Section 7.17 as the Administrative Agent may reasonably request.
Preferred Stock Issuance. In the event that Borrowers do not comply with the requirements set forth in Section 4.03 by the dates specified therein, (a) on or before October 31, 2013, Agent shall have received a binding term sheet entered into by Borrowers in connection with a preferred stock investment in IDE Holdings Corp., in an aggregate amount of at least $1,000,000, to be made on or before November 14, 2013 and (b) on or prior to November 14, 2013, (i) Borrowers shall deliver to Agent copies of the material definitive agreements to be executed in connection with such preferred stock investment in IDE Holdings Corp. in an aggregate amount of at least $1,000,000; provided that any issuance of Equity Interests in connection with such investment would not constitute Disqualified Equity Interests and (ii) Agent shall have received evidence in form satisfactory to it that (A) IDE Holdings Corp. has received net cash proceeds of such preferred stock investment in an aggregate amount of at least $1,000,000; provided that any issuance of Equity Interests in connection with such investment would not constitute Disqualified Equity Interests and (B) IDE Holdings Corp. has made a capital contribution to IDE equal to 100% of such net cash proceeds. For the avoidance of doubt, Borrowers shall not be obligated to prepay the outstanding principal amount of the Obligations in accordance with Section 2.21(d) of the Term Loan and Security Agreement with the first $1,000,000 in net cash proceeds of preferred stock investments described in this Section 4.02.
Preferred Stock Issuance. (i) Holdings shall have failed to (x) receive Net Equity Proceeds in an amount not less than $24,500,000 from the sale of 25,000 shares of Holdings’ non-convertible Series A Preferred Stock pursuant to that certain Series A Securities Purchase Agreement, dated as of May 13, 2022, by and among the Purchasers party thereto (the “Purchasers”) and Holdings, on or prior to August 10, 2022 (or such later date agreed by the Requisite Lenders) or (y) contribute 100% of such Net Equity Proceeds to the capital of the Borrower, or (ii) all or a material portion of such Net Equity Proceeds are returned to the Purchasers voluntarily or involuntarily within ninety (90) days of the Amendment No. 2 Effective Date; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f), 8.1(g) or 8.1(h), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, upon notice to the Borrower by the Administrative Agent (delivered at the written direction of the Requisite Lenders), (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans, and (II) all other Obligations; and (B) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents.
Preferred Stock Issuance. Immediately following the Closing, the shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock, together with the shares of Common Stock held by MHR as disclosed in MHR’s most recent Schedule 13D filing under the Exchange Act, will represent 39.999% of the issued and outstanding shares of Common Stock, subject to the exercise of the options set forth on Section 3.01(d) of the Corporation Schedule of Exceptions.
Preferred Stock Issuance. The Borrower shall request the Lender’s approval, if any party seeks to exercise the put/call provisions contained in any preferred stock issuance.
Preferred Stock Issuance. In the event that Borrowers do not comply with the requirements set forth in Section 5.03 by the date specified therein, (a) on or before October 31, 2013, Agent shall have received a binding term sheet entered into by Borrowers in connection with a preferred stock investment in Empeiria, in an aggregate amount of at least $1,000,000, to be made on or before November 14, 2013, and (b) on or prior to November 14, 2013, (i) Borrowers shall deliver to Agent copies of the material definitive agreements to be executed in connection with such preferred stock investment in Empeiria in an aggregate amount of at least $1,000,000; provided that any issuance of Equity Interests in connection with such investment would not constitute Disqualified Equity Interests, and (ii) Agent shall have received evidence in form satisfactory to it that (A) Empeiria has received net cash proceeds of such preferred stock investment in an aggregate amount of at least $1,000,000; provided that any issuance of Equity interests in connection with such investment would not constitute Disqualified Equity Interests, (B) Empeiria has made a capital contribution to Holdings equal to 100% of such net cash proceeds, and (C) Holdings has made a capital contribution to IDE equal to 100% of such net cash proceeds, all of which proceeds shall be deposited into a deposit account of IDE maintained with Agent and shall be immediately applied to repay the outstanding Advances under the Credit Agreement, and no portion of such proceeds shall be used to prepay or repay any Elm Park Indebtedness.
