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 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for purposes of this Indenture if at any time the prohibitions on transfer or assignment of such Equity Interest are no longer applicable to such Person and (v) any Equity Interest that constitutes an “Excluded Security” (or equivalent term) under the Credit Agreement collateral documents.
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.
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 (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 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 (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 Foreign Subsidiary Holding Company, other than 65% of the issued and outstanding voting Capital Stock of such Specified Foreign Subsidiary or Foreign Subsidiary Holding Company (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 Document, shareholders agreement or equivalent agreement relating to such joint venture or non-wholly owned Subsidiary, (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 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 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 Captive Insurance Subsidiary, Unrestricted Subsidiary, broker-dealer subsidiary, not-for-profit subsidiary, special purpose entity used for any permitted securitization facility or Receivables Entity, (vi) any margin stock, (vii) any Capital Stock issued by any Foreign Subsidiary, and (viii) any Capital Stock that would otherwise be an Excluded Asset.
Excluded Security means any Common Stock issued or issuable: (i) in connection with acquisitions with one or more non-affiliated third parties on an arm’s length basis, the primary purpose of which is not to raise additional capital, which is less than $3,000,000; (ii) in connection with the grant of options to purchase Common Stock, restricted stock awards or other stock-based awards or sales, with, in the case of stock options or other stock-based awards requiring payment therefor, exercise or purchase prices not less than the market price of the Common Stock on the date of grant or issuance, which are issued, granted or sold to employees, officers or directors of the Company for the primary purpose of soliciting or retaining their employment or service pursuant to an Approved Stock Plan, and the Common Stock issued upon the exercise thereof; (iii) pursuant to one or more bona fide firm commitment underwritten public offerings consummated following the date hereof with nationally recognized underwriters, which generate gross proceeds to the Company, in the aggregate, of not more than $15,000,000 (other than an “at-the-market offering” as defined in Rule 415(a)(4) under the 1933 Act and “equity lines”); and (iv) upon exercise of any Options or Convertible Securities which are outstanding on the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date to lower the exercise or conversion price, to increase the number of shares of capital stock issuable upon conversion or exercise, to extend the expiration or termination date or to change the antidilution provisions.
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.