New Qualified Securities definition

New Qualified Securities means the issuance and sale by the Company for proceeds of $5,000,000 or more, in one or more than one related transactions, of shares of any class or series of preferred stock having a preference and priority as to distribution of assets upon liquidation over all other then outstanding and future classes of capital stock, preferred or otherwise, of the Company, wherein the holders of the New Qualified Securities are afforded registration rights in respect of the Common Stock into which the New Qualified Securities convert that are in all material respects no less favorable to such holders as the registration rights granted under this Agreement in respect of the Common Stock issuable upon conversion of the Convertible Notes. All required corporate action necessary to issue the New Qualified Securities, inclusive of any necessary shareholder approvals, are required to be obtained prior to the issuance of the New Qualified Securities.
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New Qualified Securities means, any newly issued Shares or securities convertible into or exchangeable for Shares or which have voting rights or participation features with Shares, whether publicly or non-publicly offered, and whether or not in connection with any acquisition of securities or assets from any third party (for the avoidance of doubt, it being understood between the parties that such Shares or Securities convertible into Shares shall include those that may be issued or issuable to any of the current or new shareholders of the Company, whether by contract, regulatory or court orders or otherwise), except for (i) any offering pursuant to any equity compensation plan, equity benefit plan, stock purchase plan, stock option or other similar plan or program to or for the benefit of any employees, consultants, officers or directors of the Company approved by the Company’s Board and in existence on October 23, 2009 or any additional such plans, amendments or programs created thereafter that are substantially similar to such plans and programs in existence as of October 23, 2009; (ii) any offering pursuant to any employee stock purchase plan approved by the Company’s Board and the Company’s stockholders; (iii) any offering pursuant to any inducement equity compensation plan issued to employees pursuant to the rules of the New York Stock Exchange; (iv) any offering pursuant to any bona fide equity compensation plan adopted by the Company in connection with a bona fide acquisition of a business; (v) issuances of rights or securities underlying such rights under the Company’s Stockholders Rights Agreement dated as of December 30, 2008 or (vi) any issuance pursuant to (a) the conversion or exchange of the Series D-1, D-2 and D-3 Cumulative Convertible Preferred Stock of the Company issued and outstanding as of the date hereof and in accordance with their respective terms as of the date hereof, or (b)
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New Qualified Securities means, any newly issued Shares or securities convertible into or exchangeable for Shares or which have voting rights or participation features with Shares, whether publicly or non-publicly offered, and whether or not in connection with any acquisition of securities or assets from any third party (for the avoidance of doubt, it being understood between the parties that such Shares or Securities convertible into Shares shall include those that may be issued or issuable to any of the current or new shareholders of the Company, whether by contract, regulatory or court orders or otherwise), except for (i) any offering pursuant to any equity compensation plan, equity benefit plan, stock purchase plan, stock option or other similar plan or program to or for the benefit of any employees, consultants, officers or directors of the Company approved by the Company’s Board and in existence on October 23, 2009 or any additional such plans, amendments or programs created thereafter that are substantially similar to such plans and programs in existence as of October 23, 2009; (ii) any offering pursuant to any employee stock purchase plan approved by the Company’s Board and the Company’s stockholders; (iii) any offering pursuant to any inducement equity compensation plan issued to employees pursuant to the rules of the New York Stock Exchange; (iv) any offering pursuant to any bona fide equity compensation plan adopted by the Company in connection with a bona fide acquisition of a business; (v) issuances of rights or securities underlying such rights under the Company’s Stockholders Rights Agreement dated as of December 30, 2008 or (vi) any issuance pursuant to (a) the conversion or exchange of the Series X-0, X-0 and D-3 Cumulative Convertible Preferred Stock of the Company issued and outstanding as of the date hereof and in accordance with their respective terms as of the date hereof, or (b) the conversion or exercise of the Warrant and/or the Convertible Notes in accordance with their respective terms as of the date hereof.
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Examples of New Qualified Securities in a sentence

  • In the event the Company proposes to undertake an issuance of New Qualified Securities, it shall give the Investor written notice (an “Issuance Notice”) of such intention describing the type of New Qualified Securities, and their price and the general terms upon which the Company proposes to issue such New Qualified Securities and any other information provided to other potential subscribers or investors of such New Qualified Securities.

  • The failure of Investor to respond by the relevant Lapse Date shall constitute a waiver by the Investor of its rights under this Section 12 with respect to such offering of New Qualified Securities, but shall not affect its pre-emptive right with respect to any subsequent offering (including any material modification of the previously waived offering).

  • The Issuance Notice shall be provided at least three (3) Business Days prior to an issuance of New Qualified Securities (unless such New Qualified Securities are to be issued for consideration other than cash, in which case the Issuance Notice shall be provided at least 48 hours prior to the issuance of New Qualified Securities).

  • Upon the expiration of the period provided for in Section 12(d) for the Investor to agree to purchase New Qualified Securities, the Company may sell New Qualified Securities with respect to which Investor’s pre-emptive rights under this Section 12 were not exercised during the one hundred and eighty (180) days following such expiration, at a price and upon terms not more favorable to the purchasers thereof than specified in the Issuance Notice.

  • Any payment may be withheld pending the receipt and approval of all financial and programmatic reports due or backup documentation requested.Sec.

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  • The Company hereby grants to Investor a pre-emptive right to purchase, at the New Qualified Securities Purchase Price, up to its pro rata share of any New Qualified Securities which the Company may, from time to time, propose to sell, offer or issue.

  • Anything to the contrary in this Section 12 notwithstanding, the preemptive right to purchase New Qualified Securities granted by this Section 12 shall terminate and no longer be available to Investor to exercise in the event that Investor breaches any of its material obligations under this Agreement and if such breach is contested by Investor, only upon a final determination by a competent authority pursuant to this Agreement finding that Investor breached such obligations hereunder.

  • The purchase price (“New Qualified Securities Purchase Price”) for any New Qualified Securities offered by the Company to Investor pursuant to this Section 12 shall be made at the issue price received by the Company in the relevant offering and sale and, for the avoidance of doubt, shall be net of all underwriting discounts.

Related to New Qualified Securities

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Qualified Securitization Financing means any Securitization Facility (and any guarantee of such Securitization Facility), that meets the following conditions: (i) the Borrower shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Restricted Subsidiaries; (ii) all sales of Securitization Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Borrower); (iii) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings; and (iv) the obligations under such Securitization Facility are nonrecourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary).

  • Liquid Securities means securities that are publicly traded on the New York Stock Exchange, NYSE MKT, the Nasdaq Stock Market or any other regulated stock exchange in the United States, Canada, Europe or Australia (or any of their successors) and as to which the Company is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement under the Securities Act covering the resale thereof is in effect for as long as the securities are held; provided that securities meeting such requirements shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (a) the date on which such securities are sold or exchanged for cash or Cash Equivalents and (b) 180 days following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Cash Equivalents within 180 days of receipt thereof, for purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with Section 4.12, such securities shall be deemed not to have been Liquid Securities at any time.

  • Exempted Securities means:

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Permitted Securities means any of the following:

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Excluded Securities means, provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the following: (a) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity and (c) options to purchase shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company within thirty (30) days of such employee's starting his employment with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price of the Common Stock on the date of issuance of such option.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Hybrid Securities means any trust preferred securities, or deferrable interest subordinated debt with a maturity of at least 20 years, which provides for the optional or mandatory deferral of interest or distributions, issued by the Borrower, or any business trusts, limited liability companies, limited partnerships or similar entities (i) substantially all of the common equity, general partner or similar interests of which are owned (either directly or indirectly through one or more wholly owned Subsidiaries) at all times by the Borrower or any of its Subsidiaries, (ii) that have been formed for the purpose of issuing hybrid securities or deferrable interest subordinated debt, and (iii) substantially all the assets of which consist of (A) subordinated debt of the Borrower or a Subsidiary of the Borrower, and (B) payments made from time to time on the subordinated debt.

  • Unrestricted Securities with respect to any series of Securities, means a Security (i) effectively registered under the Securities Act and disposed of in accordance with a registration statement with respect to such series or (ii) distributed to the public pursuant to Rule 144 under the Securities Act or any similar provision then in force.

  • Qualifying Capital Securities means securities (other than Common Stock, Rights to acquire Common Stock or securities exchangeable for or convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors (or a duly authorized committee thereof) reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • APM Qualifying Securities means, with respect to an Alternative Payment Mechanism, any Debt Exchangeable for Preferred Equity or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision or for any Debt Exchangeable for Preferred Equity, as applicable):

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.

  • Qualified Stock means all Capital Stock of a Person other than Disqualified Stock.

  • Asset-Backed Securities means securities which:

  • Hybrid Preferred Securities means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option.

  • Non-Qualified Share Option means an Option that is not intended to be an Incentive Share Option.

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.