Post-Closing Issuance definition

Post-Closing Issuance shall have the meaning assigned to it in Section 4.2(a).

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Post-Closing Issuance means any issuance by the Company or any of the Company’s Subsidiaries after the date of this Agreement of Securities or debt securities that are convertible into or exchangeable or exercisable for Securities of the Company or its Subsidiaries.

Examples of Post-Closing Issuance in a sentence

Without limiting the generality of the foregoing, each such Exercising Stockholder agrees to execute and deliver such subscription and other agreements as shall be reasonably requested by the Company in connection with such Post-Closing Issuance.
The Exercising Stockholders shall be entitled to purchase in the Post-Closing Issuance a number of Participation Securities equal to the lesser of (A) the maximum number of Participation Securities such Exercising Stockholder has elected to purchase in the Post-Closing Issuance in its, his or her irrevocable written notice of acceptance and (B) such Exercising Stockholder’s Participation Portion.
All costs and expenses incurred by the Company in connection with any proposed Post-Closing Issuance of Participation Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company.
All costs and expenses incurred by the Company in connection with any proposed Post-Closing Issuance of Participation Shares (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company.
All costs and expenses incurred by the Company and the Sponsor Stockholders in connection with any proposed Post-Closing Issuance of Participation Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and, only with respect to the Company, all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company.
The Sponsor Stockholders shall be required to pay their own finders, brokerage or investment banking fees, charges or commissions, if any, in connection with any proposed Post-Closing Issuance of Participation Securities, unless otherwise agreed with the Company.
The reasonable fees and charges of a single legal counsel for all Participating Stockholders (selected by Participating Stockholders purchasing a majority of the Participation Shares being purchased by all Participating Stockholders) in connection with such proposed Post-Closing Issuance of Participation Shares (whether or not consummated) shall be paid by the Company.
Any other costs and expenses incurred by or on behalf of any holder of Share Equivalents in connection with such proposed Post-Closing Issuance of Participation Shares (whether or not consummated) shall be borne by such holder.
Notwithstanding the first sentence of Section 5.1(a), the Company may elect to deliver a Participation Notice with respect to any Post-Closing Issuance after completion of such Post-Closing Issuance.
The acceptance of each Participating Stockholder shall be irrevocable except as hereinafter provided, and each such Participating Stockholder shall be bound and obligated to acquire in the Post-Closing Issuance on the same terms and conditions and at the same price per share with respect to the Participation Shares as such Participating Stockholder shall have specified in such Participating Stockholder’s written commitment.

More Definitions of Post-Closing Issuance

Post-Closing Issuance has the meaning set forth in Section 1.3.

Post-Closing Issuance means (i) any issuance of Securities after the date of this Agreement or (ii) any issuance of debt securities of the Company or any of its Subsidiaries to the H&F Investors or any of their Affiliates.

Post-Closing Issuance has the meaning set forth in Section 6.3(d).

Post-Closing Issuance means any issuance of New Shares after the date of this Agreement.

Post-Closing Issuance means any issuance of New Securities to any Person (excluding the Corporation or any of its Subsidiaries), in each case, after the Closing by the Corporation or any of its Subsidiaries.

Post-Closing Issuance means any issuance by the Company or any of its Subsidiaries prior to an IPO and after the date of this Agreement of any Covered Securities to any Person (including any Stockholder or its Affiliates) other than any issuance of Covered Securities with respect to which (i) the MD Stockholders and the SLP Stockholders have waived fully their right of participation under Article V of the Sponsor Stockholders Agreement and (ii) none of the MD Stockholders, the SLP Stockholders or their respective Permitted Transferees are purchasing any of the Covered Securities being issued.