Qualified Equity Offering Sample Clauses

Qualified Equity Offering. The Company and the Investor agree, for the avoidance of doubt, that none of the transactions contemplated by this Agreement (including, without limitation, the issuance of the Debentures) shall be deemed a Qualified Equity Offering under the Securities Purchase Agreement or the Warrant.
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Qualified Equity Offering. The Company and the Investor hereby agree that this Purchase shall not be deemed a Qualified Equity Offering (i) under the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of October 26, 2008 (the “Original Purchase Agreement”), as amended from time to time, between the Company and the Investor, including all annexes and schedules thereto or any of the documents related thereto, including the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series Q, the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series N or the Warrant (as defined in the Original Purchase Agreement) or (ii) in respect of any other securities issued by the Company under the Troubled Asset Relief Program.
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Qualified Equity Offering. (i) Subject to Section 4.2 of this Agreement, if, during the Designation Period, Parent at any time or from time to time makes a Qualified Equity Offering, the Stockholder shall be afforded the opportunity to acquire from Parent, for the same price and on the same terms as the New Equity Interests are proposed to be offered to others, up to the amount of New Equity Interests required to enable it to maintain its Stockholder Percentage determined immediately prior to the completion of the Qualified Equity Offering; provided that, in the event of a Qualified Equity Offering by Parent of New Equity Interests that are non-voting at the time of issuance, including, without limitation, convertible debt securities (“New Non-Voting Securities”) the Stockholder shall be afforded the opportunity to acquire from Parent, for the same price and on the same terms as such New Equity Interests are proposed to be offered to others, a percentage of the New Non-Voting Securities being offered in an amount equal to its Economic Interest Percentage.
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Qualified Equity Offering. The Company and the Investor hereby agree that this Purchase shall not be deemed a Qualified Equity Offering (i) under the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of October 26, 2008 (the “Original Purchase Agreement”), as amended from time to time, between the Company and the Investor, including all annexes and schedules thereto or any of the documents related thereto, including the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series H or the Warrant (as defined in the Original Purchase Agreement) or (ii) in respect of any other securities issued by the Company under the Troubled Asset Relief Program.
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Qualified Equity Offering. Upon the consummation of an equity ------------------------- offering by the Company which results in gross proceeds of $25,000,000 or more (inclusive of the aggregate outstanding amounts under the Notes converted hereunder) on or prior to the first anniversary of the Initial Closing Date (a "Qualified Equity Offering"), all of the aggregate principal amount of Notes -------------------------- then outstanding plus accrued and unpaid interest thereon, without any action on the part of the Company or any Holder, shall be deemed automatically converted into the number of fully paid and nonassessable shares of Common Stock which is obtained by dividing (x) the aggregate principal amount of outstanding Notes (plus accrued but unpaid interest thereon through the date of the consummation of the Qualified Equity Offering) by (y) the subscription in price to investors in such Qualified Equity Offering. Upon conversion, the Company will not issue fractional shares in respect of its Common Stock, but shall distribute cash in lieu of any such fractional shares.
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Qualified Equity Offering. 23 "Quebec Mortgage and Security Agreement"................................................... 23 "Redemption Date".......................................................................... 23 "Redemption Price"......................................................................... 23 "Refinancing".............................................................................. 23 "Refinancing Indebtedness"................................................................. 23 "Regular Record Date"...................................................................... 23 "Related Business"......................................................................... 23 "Release".................................................................................. 24 "Restoration".............................................................................. 24 "Restricted Payment"....................................................................... 24 "S&P"...................................................................................... 24 "Safety and Health Laws"................................................................... 24 "Sale and Leaseback Transaction"........................................................... 24 "Securities"............................................................................... 24 "Securities Act"........................................................................... 24 "Security Documents"....................................................................... 24 "Security Register"........................................................................ 24 "Security Registrar"....................................................................... 24 "Senior Indebtedness"...................................................................... 24 "Special Record Date"...................................................................... 24 "Stated Maturity".......................................................................... 24 "Stock Pledge Agreement"................................................................... 25 "Subordinated Indebtedness"................................................................ 25 "Subordinated Obligations"................................................................. 25 "Subsidiary"............................................................................... 25 "Taxes".................................................................................... 26 "Term Loan Agreement".........
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Qualified Equity Offering. PNC Bank shall have consented to the terms and conditions of any Qualified Equity Offering in connection with or following Parent’s consummation thereof and shall not have revoked such consent.
Sample 1
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Related to Qualified Equity Offering

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Stock Repurchase 30 2.37 Disclosure.................................................. 30 2.38

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