Permitted Securities definition
Permitted Securities means any of the following:
Permitted Securities means securities (and security entitlements with respect thereto) that are (i) direct obligations of the United States of America or obligations guaranteed as to principal and interest by the full faith and credit of the United States of America, and (ii) securities issued by agencies of the U.S. Federal government whether or not backed by the full faith and credit of the United States rated "AAA" and "Aaa", or better by S&P and Moody's, respectively, which, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government obligation or a specific payment of interest on or principal of any such U.S. Government obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction in the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government obligation or the specific payment of interest on or principal of the U.S. Government obligation evidenced by such depository receipt.
Permitted Securities means, with respect to any Asset Sale, Voting Stock of a Person primarily engaged in one or more Similar Businesses; provided that after giving effect to the Asset Sale such Person shall become a Restricted Subsidiary and a Guarantor.
Examples of Permitted Securities in a sentence
None of such issued and outstanding Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Securities Options) outstanding with respect to such Securities, except as noted on Schedule 7.1-C.
As of the date Schedule 7.1-C was last updated, none of such issued and outstanding Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Securities Options) outstanding with respect to such Securities, except as noted on Schedule 7.1-C.
Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay Indebtedness under a Credit Facility, or (ii) to the acquisition of Permitted Securities, all or substantially all of the assets of one or more Similar Businesses, or the making of a capital expenditure or the acquisition of other long-term assets in a Similar Business.
None of such issued and outstanding Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Securities Options) outstanding with respect to such Securities, except as noted on SCHEDULE 7.1-C.
If the Company does not intend to utilize the funds (or Permitted Securities) in the Escrow Account to make any such Scheduled Interest Payment in full, or does not direct the Escrow Agent in writing to make any such Scheduled Interest Payment, then the Company shall make the Scheduled Interest Payment from Company Funds (as defined in Section 4(b)(ii) below).
More Definitions of Permitted Securities
Permitted Securities means, with respect to any Asset Disposition, Voting Stock of a Person primarily engaged in a Permitted Business; provided that after giving effect to the Asset Disposition such Person shall become a Restricted Subsidiary.
Permitted Securities. (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 18 months from the date of acquisition, (b) shares of money market, mutual or similar funds which invest exclusively in assets satisfying the requirements of clause (a) of this definition or (c) shares of, or an investment in, the JPMorgan Federal Money Market Fund.
Permitted Securities means (i) the Warrants issued pursuant to the Subscription Agreement, (ii) the shares of Common Stock issuable upon exercise of the Warrants issued pursuant to the Subscription Agreement, (iii) shares of Common Stock and Convertible Securities and Options issued after the Reference Date pursuant to an employee option, stock purchase or similar plan that is either in effect as of the Reference Date or adopted by the Board of Directors after the date hereof, (iv) shares of Common Stock and Convertible Securities and Options issued in consideration for the provision of bona fide services or debt financings (including capital leases, bank credit facilities, equipment financing transactions, leasing lines of credit or other collaborative arrangements) to the Company by non-affiliates, (v) shares of Common Stock and Convertible Securities issued in connection with an acquisition of, or merger with, another company by the Company, at a price per share not less than Current Market Value of the Common Stock, and (vi) shares of Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting.
Permitted Securities means any shares, units or interests of equity securities or ownership interests of Company that by their terms (or by the terms of any security into which they are convertible or for which they are exchangeable) or upon the happening of any event or otherwise (A) are not convertible or exchangeable for Debt or any securities that are not Permitted Securities, (B) (i) do not mature and (ii) are not putable or redeemable at the option of the holder thereof, in each case in whole or in part on or prior to the date that is six months after the earlier of the Maturity Date or the actual payment in full in cash of the Indebtedness, (C) do not require payments of dividends or distributions in cash on or prior to the date that is six months after the earlier of the Maturity Date or the actual payment in full in cash of the Indebtedness, and (D) are not secured by any Liens in property of Company.
Permitted Securities means any Capital Stock of Evolving Systems that by their terms (or by the terms of any security into which they are convertible or for which they are exchangeable) or upon the happening of any event or otherwise (A) are not convertible or exchangeable for Indebtedness or any securities that are not Permitted Securities, (B) (i) do not mature and (ii) are not putable or redeemable at the option of the holder thereof, in each case under clause (i) or (ii) in whole or in part on or prior to the date that is six (6) months after the earlier of the scheduled end of the Term or the actual payment in full in cash of the Obligations, (C) do not require or mandate payments of dividends or distributions in cash on or prior to the date that is six (6) months after the earlier of the scheduled end of the Term or the actual payment in full in cash of the Obligations, (D) are unsecured and by operation of law or by legally binding agreement are subordinated in right of repayment, liens, security and remedies to all of the Obligations and to all of Agent’s and the other Lender Parties’ rights, Liens and remedies, (E) are not sold, issued or otherwise transferred in connection with or as a part of a Public Offering, and (F) to the extent the same are subject to or provide for any Shareholder Blocking Rights, all such Shareholder Blocking Rights have been waived in form and satisfactory to Agent in its Permitted Discretion.
Permitted Securities means (i) Excluded Securities and (ii) securities issued by the Company in a primary offering pursuant to a registration statement that is declared effective under the Securities Act.
Permitted Securities means (i) the GDI Series A Preferred, GDI Series B Preferred and GDI Warrants issued or to be issued pursuant to the Merger Agreement and/or Amended and Restated Securities Purchase Agreement, (ii) the GDI Conversion Shares issuable upon conversion of the GDI Series A Preferred and GDI Series B Preferred, (iii) the GDI Warrant Shares issuable upon exercise of the GDI Warrants and (iv) any Securities issuable pursuant to an employee stock option plan approved by each of the Preferred Designees.