Excluded Security definition
Excluded Security means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of any Preferred Stock or this exercise of the Warrant; and (iii) upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Closing Date, provided that the terms of each such Options or Convertible Securities are not amended, modified or changed on or after the Closing Date.
Excluded Security means (i) any Capital Stock or other security representing voting Capital Stock in any Specified Foreign Subsidiary or Disregarded U.S. Subsidiary, other than 65% of the issued and outstanding voting Capital Stock of such Specified Foreign Subsidiary or Disregarded U.S. Subsidiary (as applicable), (ii) any interest in a joint venture or non-wholly owned Subsidiary to the extent and for so long as the attachment of the security interest created hereby therein would violate any joint venture agreement, organization document, shareholders agreement or equivalent agreement relating to such joint venture or non-wholly owned Subsidiary; provided that Capital Stock in Subsidiaries of the Parent the minority interest in which is held by management, directors or employees of the Parent or its Subsidiaries or consists of rolled-over equity shall not be considered Excluded Securities, (iii) any Capital Stock the pledge of which in support of the Loan Document Obligations is otherwise prohibited by applicable law, (iv) any Capital Stock in the entities listed on a schedule to the Security Agreement solely to the extent that the transfer or assignment of such Capital Stock is prohibited by contractual requirements applicable to the grantor holding such Capital Stock, including the requirements of the organizational documents of the issuer of such Capital Stock; provided that the Capital Stock in any such entity shall no longer constitute an Excluded Security for purposes of the indenture if at any time the prohibitions on transfer or assignment of such Capital Stock are no longer applicable to such Person, (v) the Capital Stock of any Captive Insurance Subsidiary, Unrestricted Subsidiary, broker-dealer subsidiary, not-for-profit subsidiary or special purpose entity used for any permitted securitization facility, (vi) any Margin Stock and (vii) any Capital Stock that would otherwise be an Excluded Asset.
Excluded Security means (i) any Equity Interest or other security representing voting Equity Interests in a First-Tier Foreign Subsidiary in excess of, or other than, 65% of all voting Equity Interests in such First-Tier Foreign Subsidiary, (ii) any interest in a joint venture or non-wholly owned Subsidiary to the extent and for so long as the attachment of the security interest created hereby therein would violate any joint venture agreement, organizational document, shareholders agreement or equivalent agreement relating to such joint venture or non-wholly owned Subsidiary; provided that Equity Interests in Subsidiaries of the Company the minority interest in which is held by management, directors or employees of the Company or its Subsidiaries or consists of rolled over equity shall not be considered Excluded Securities, (iii) any Equity Interest the pledge of which in support of the Obligations is otherwise prohibited by applicable law, (iv) any Equity Interest in the entities listed on Schedule 1.1 to the Security Agreement solely to the extent that the transfer or assignment of such Equity Interest is prohibited by contractual requirements applicable to the Grantor holding such Equity Interest, including the requirements of the organizational documents of the issuer of such Equity Interest; provided that the Equity Interest in any such entity shall no longer constitute an Excluded Security for purposes of this Indenture if at any time the prohibitions on transfer or assignment of such Equity Interest are no longer applicable to such Person and (v) any Equity Interest that constitutes an “Excluded Security” (or equivalent term) under the Credit Agreement collateral documents.
Examples of Excluded Security in a sentence
Each Excluded Security issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist subject to the rights of the holder thereof, if such holder is a Dissenting Securityholder, under Section 262 of the DGCL.
Except as set forth in Section 3.07(a) of the Disclosure Schedule and as such list is updated pursuant to Section 5.10, none of the investments listed in the Investment Portfolio is in default in the payment of principal or interest and none of such investments (x) is rated below investment grade or (y) is an Excluded Security.
If at any time Manager becomes aware that any Excluded Security is held in the FOLIOfn Account, Manager promptly shall sell such Excluded Security in the normal course of business.
Excluded Security may consist of, but is not limited to, one or more standby letters of credit or other third party guarantees or indemnities, in each case, approved in writing by Eximbank.
No securities issued in connection with a Variable Rate Transaction (as defined below) shall be an Excluded Security.
More Definitions of Excluded Security
Excluded Security means any share of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion or exercise of any Notes, Other Notes, warrants or shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock of the Company issued (A) pursuant to the Securities Purchase and Exchange Agreement, (B) as dividends on the Series A Preferred Stock, or (C) as interest under the Notes or Other Notes; (iii) upon conversion or exercise of any Options or Convertible Securities which are outstanding on the Issuance Date, (iv) pursuant to or in connection with commercial credit arrangements, equipment lease financings, acquisitions of other assets or businesses, and strategic transactions not primarily for financing purposes (including licensing or development agreements), but only to the extent the transactions described in this clause (iv) are entered into with non-affiliates of the Company.
Excluded Security means (x) any Option, warrant, Convertible Security or Common Shares issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of any Existing Bonds or the Bonds or issued as Interest Shares under the Existing Bonds or the Bonds; (iii) upon exercise of any Options, warrants or Convertible Securities which are outstanding on the day immediately preceding the Issuance Date, provided that the terms of such Options, warrants or Convertible Securities are not amended, modified or changed on or after the Issuance Date; or (iv) other than as part of an offer made to all the holders of Common Shares on the applicable record date with respect thereto; (y) any Pill Rights; and (z) the Convertible Securities to be issued on or about the date hereof.
Excluded Security means (i) any equity security referenced by Section 13(d)(1) of the Exchange Act and (ii) any option to purchase, or security convertible or exchangeable into, representing or carrying a warrant or right to subscribe to, or otherwise representing a right to acquire, any security described in clause (i).
Excluded Security means (X) any of the following, but only to the extent that such securities are issued or sold, or in accordance with Section 7(a) are deemed to have been issued or sold, for a consideration per share greater than the Conversion Price in effect on the date of such issuance or sale: (i) any issuance by the Company of securities in connection with a strategic partnership or joint venture in which there is a significant commercial relationship with the Company, (ii) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license or other asset of another Person, (iii) any issuance by the Company of securities in a firm commitment, underwritten public offering with net proceeds to the Company of at least $25,000,000 by an underwriter which is listed in the most recently issued report by Securities Data Corporation as one of the top 20 underwriters, based on dollar amount raised, for U.S. equity offerings, or (iv) any issuance by the Company of securities to a personnel recruiting firm or to a landlord of the Company or in connection with an asset backed financing, a loan by an institutional lender or a lease by a leasing company, provided that the aggregate amount of such securities described in this clause (X)(iv) does not exceed 100,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, stock combinations or other similar transactions), on an as-converted basis; (Y) any issuance by the Company of securities in connection with the acquisition of Janus Technologies; and (Z) either of the following, but only to the extent that (A) such securities are issued or sold, or in accordance with Section 7(a) are deemed to have been issued or sold, for a consideration per share greater than $14.75 (as adjusted for any stock splits, stock dividends, stock combinations or other similar transactions), (B) such issuance occurs after the first trading day after the Pricing Date, as that term is defined in the Certificate of Designations, Rights and Preferences of the Company's Series C Preferred Stock, and (C) the aggregate amount of such securities described in this clause (Z) does not exceed 3,000,000 shares of Common Stock (as adjusted for any stock
Excluded Security means (i) any Capital Stock or other security representing voting Capital Stock in any Specified Foreign Subsidiary or FSHCO, other than 65% of the issued and outstanding voting Capital Stock of such Specified Foreign Subsidiary or FSHCO (as applicable), (ii) any interest in a joint venture or non-wholly owned Subsidiary to the extent and for so long as the attachment of the security interest created hereby therein would violate any joint venture agreement, Organizational Documents, shareholders agreement or equivalent agreement relating to such joint venture or non-wholly owned Subsidiary; provided that Capital Stock in Subsidiaries of the Parent the minority interest in which is held by management, directors or employees of the Parent or its Subsidiaries or consists of rolled-over equity shall not be considered Excluded Securities, (iii) any Capital Stock the pledge of which in support of the Obligations under the Notes is otherwise prohibited by applicable law, (iv) any Capital Stock in the entities listed on a schedule to the applicable Collateral Documents to the extent that the transfer or assignment of such Capital Stock is prohibited by organizational documents of the issuer of such Capital Stock as of the Issue Date or on the date of acquisition of such Capital Stock; provided that the Capital Stock in any such entity shall no longer constitute an Excluded Security for purposes of this Indenture if at any time the prohibitions on transfer or assignment of such Capital Stock are no longer applicable to such Person, (v) the Capital Stock of any Unrestricted Subsidiary, broker-dealer subsidiary, not-for-profit subsidiary or special purpose entity used for any permitted securitization facility, (vi) any margin stock, (vii) any Capital Stock that would otherwise be an Excluded Asset, (viii) [reserved], and (ix) any Equity Interest that constitutes an “Excluded Security” (or equivalent term) under the Credit Agreement collateral documents.
Excluded Security means (i) securities purchased under the Securities Purchase Agreement; (ii) securities issued upon exercise of the Warrant (as defined in the Securities Purchase Agreement); (iii) shares of Common Stock issuable or issued to (x) employees, consultants or directors from time to time either directly or upon the exercise of options, in such case granted or to be granted by the Board of Directors, pursuant to one or more stock option plans or restricted stock plans or stock purchase plans in effect as of the Issue Date or subsequently approved by the Board of Directors including a majority of the Company's independent directors (as such term is defined under Rule 4200(a)(15) of the Nasdaq Market Rules) of the Board of Directors (which majority shall include at least three (3) independent directors), or (y) consultants or vendors pursuant to warrants to purchase Common Stock that are outstanding on the date hereof or issued hereafter, provided such issuances are approved by the Board of Directors; (iv) any borrowings, direct or indirect, from financial institutions by the Company that are approved by the Board of Directors, including any type of loan or payment evidenced by any type of Debt instrument, provided the value of the equity portion of any such borrowings, including warrants, options or other rights to purchase capital stock and other interests convertible into capital stock of the Company, does not exceed ten percent (10%) of such borrowing; (v) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization of the Company; (vi) shares of Common Stock (or other securities convertible or exercisable into shares of Common Stock) issued in connection with the acquisition by the Company of any corporation or other entity (including, without limitation, the interests in certain limited partnerships of which the Company or a Subsidiary is a general partner) or substantially all of the assets of any corporation or other entity or division thereof, provided, however, that the Company does not receive cash consideration from such acquired entity in connection with any such transaction; (vii) shares of Common Stock issued upon the exercise or conversion of any securities of the Company outstanding on the Issue Date; and (viii) shares of Common Stock issued to a Person in connection with a joint venture, strategic alliance or other commercial relationship with such Person relating to the operation of the Company's business ...
Excluded Security means any security or debt obligation which at the time of acquisition, receipt, conversion or exchange does not satisfy the requirements of a Fund Investment and is not an Eligible Investment.