Prohibited Issuance definition

Prohibited Issuance means (i) any issuance after the Closing of Red Lion shares, options, warrants or similar interests or such interests of any entity in the chain of NCPS ownership (including NCPS) to any Person in connection with a public offering (within the meaning of Treasury Regulation Section 1.355-7(h)(11)) or a private placement of such stock by Red Lion or such entity in the chain of NCPS ownership (including NCPS), (A) if immediately following and as a result of such issuance, such Person would be a ten-percent shareholder (within the meaning of Treasury Regulation Section 1.355-7(h)(14)), or a “coordinating group” (within the meaning of Treasury Regulation Section 1.355-7(h)(4)) that is treated as a ten-percent shareholder, directly or indirectly, of NCPS or (B) which is taken into account for purposes of Section 355(e) of the Code as a result of pre-Merger Actions of Xxxxx and (ii) any issuance or grant after the Closing of Red Lion capital stock, options, warrants or similar interests, or capital stock, options, warrants or similar interests of any entity in the chain of NCPS ownership (including NCPS), as consideration to effect a merger with or acquisition of any entity (or any affiliate of such entity) included on the Prohibited Entities List. For the avoidance of doubt, the Merger shall not constitute a Prohibited Issuance.
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Prohibited Issuance means any Issuance that is prohibited and/or void under the provisions of Section 15.4.
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Prohibited Issuance means an issuance of securities or incurrence of Indebtedness in violation of the covenant set forth in Section 5.2.
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Examples of Prohibited Issuance in a sentence

  • Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer or Prohibited Issuance, the Corporation Securities shall cease to be Excess Securities.

  • No employee or agent of the corporation shall record any Prohibited Transfer or Prohibited Issuance, and the purported transferee of such a Prohibited Transfer or Prohibited Issuance (the “Purported Transferee”) shall not be recognized as a stockholder of the corporation for any purpose whatsoever in respect of the Corporation Securities that are the subject of the Prohibited Transfer or Prohibited Issuance (the “Excess Securities”).

  • Disposition of Excess Securities by the Agent pursuant to this Section 15.7(b) shall be deemed to occur simultaneously with the Prohibited Transfer or Prohibited Issuance to which the Excess Securities relate.


More Definitions of Prohibited Issuance

Prohibited Issuance means an issuance of Common Stock to Purchaser that results in Purchaser owning in the aggregate that number of shares of the Company that is the lesser of (i) 19.9% of the outstanding equity securities of the Company or (ii) that percentage determined by Nasdaq which will result in a change of control of the Company requiring approval of the stockholders of the Company. In the event that an issuance of some or all Milestone Shares will result in a Prohibited Issuance, the Purchaser will purchase and the Company will sell up to that number of Milestones Shares that will not result in a Prohibited Issuance and the balance of the consideration of $2,500,000 under Section 1.2 shall be paid in cash to the Company.
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Prohibited Issuance means issuance by EEX, EEX Capital, the Company or any of their respective Subsidiaries of subordinated debt or equity securities in violation of the provisions under Article V of the Subscription Agreement, the proceeds of which are not used to fully redeem the Preferred Securities.
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Prohibited Issuance means the issuance of: (A) any shares of Common Stock at a purchase price less than the then-existing Conversion Price or the issuance of any Common Stock Equivalents with a conversion price or exercise price less than the then-existing Conversion Price, except under any stockholder approved equity incentive plan; (B) any Common Stock Equivalents consisting of Indebtedness that is convertible into or exchangeable or exercisable for Common Stock at a price below the then-existing Conversion Price; (C) any preferred stock of the Corporation that is senior to or pari passu with the Preferred Stock with respect to rights, preferences or privileges as to dividends, liquidation preference or redemption or contains a greater than 1x liquidation preference or is a “participating” preferred stock; (D) any shares of Common Stock or Common Stock Equivalents to the extent the effective purchase or conversion price or the number of underlying shares floats or resets or otherwise varies or is subject to adjustment (directly or indirectly) based on market prices of the Common Stock; or (E) any warrants or other rights to purchase Common Stock that, when valued on a black scholes basis, decreases the purchase price for such warrants or other rights below the then-existing Conversion Price.
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Prohibited Issuance means the issuance of: (A) any shares of Common Stock at a purchase price less than the then-existing Conversion Price or the issuance of any Common Stock Equivalents with a conversion price or exercise price less than the then-existing Conversion Price; (B) any Common Stock Equivalents consisting of Indebtedness that is convertible into or exchangeable or exercisable for Common Stock; (C) any preferred stock of the Company that is senior to or pari passu with the Preferred Stock with respect to rights, preferences or privileges as to dividends, liquidation preference or redemption or contains a greater than 1x liquidation preference or is a “participating” preferred stock; (D) any shares of Common Stock or Common Stock Equivalents to the extent the effective purchase or conversion price or the number of underlying shares floats or resets or otherwise varies or is subject to adjustment (directly or indirectly) based on market prices of the Common Stock; or (E) any warrants or other rights to purchase Common Stock that, when valued on a black scholes basis, decreases the purchase price for such warrants or other rights below the then-existing Conversion Price; except that with respect to clause (A) and (E) above, excluding the issuance of any Common Stock or Common Stock Equivalents issued pursuant to Section 4.16 hereof.
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Prohibited Issuance means the issuance of: (A) any shares of Common Stock at a purchase price less than the then-existing Conversion Price or the issuance of any Common Stock Equivalents with a conversion price or exercise price less than the then-existing Conversion Price, except under any stockholder approved equity incentive plan; (B) any Common Stock Equivalents consisting of Indebtedness that is convertible into or exchangeable or exercisable for Common Stock; (C) any preferred stock of the Company that is senior to or pari passu with the Preferred Stock with respect to rights, preferences or privileges as to dividends, liquidation preference or redemption or contains a greater than 1x liquidation preference or is a “participating” preferred stock; (D) any shares of Common Stock or Common Stock Equivalents to the extent the effective purchase or conversion price or the number of underlying shares floats or resets or otherwise varies or is subject to adjustment (directly or indirectly) based on market prices of the Common Stock; or (E) any warrants or other rights to purchase Common Stock that, when valued on a black scholes basis, decreases the exercise price for such warrants or other rights below the then-existing Conversion Price.
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Related to Prohibited Issuance

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Prohibited Investment means Property (other than prescribed excluded Property as that term is defined in the Tax Act) that is:

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Prohibited Items means any items which we or any Authorised Person deem to be dangerous or inappropriate including (without limitation) those items specified in sub-paragraphs 27(b)(c) and (d) of these Conditions and any further items listed at www.snowbombing.com from time to time;

  • Prohibited Transaction means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

  • Excepted Issuances means, collectively, (a) Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are authorized, constituted or in effect as of the Issue Date.

  • ERISA Prohibited Holder means an employee benefit plan or other retirement arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or investing the assets of such a Plan.

  • Permitted Issuance means any issuance by the Company of (a) Common Stock on or prior to the date hereof; (b) Common Stock upon exercise of the Warrants; (c) Common Stock upon the conversion or exchange of any shares of any class of Common Stock into another class of Common Stock; (d) Common Stock in connection with any dividend or distribution to the holders of the Common Stock; or (e) Common Stock pursuant to an underwritten offering of Common Stock registered under the Securities Act of 1933, as amended.

  • Prohibited Act means: to directly or indirectly offer, promise or give any person working for or engaged by the Customer and/or the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; or committing any offence: under the Bribery Act 2010; or under legislation creating offences concerning Fraud; or at common law concerning Fraud; or committing or attempting or conspiring to commit Fraud;

  • Exempt Issuances has the meaning set forth in Section 6.

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • Prohibited Transactions means a personal securities transaction prohibited by this Code.

  • Permitted Issuances means issuances of shares of Common Stock and upon exercise of the warrants and options and other convertible securities, in each case listed on Schedule 1.

  • Excluded Issuances means any issuance or sale (or deemed issuance or sale in accordance with Section 4(c)) by the Company after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company’s Amended and Restated 2018 Stock Incentive Plan (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date), so long as the exercise price in respect of any Options is not less than the Fair Market Value of the Common Stock as of the date such Option is issued.

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Prohibited Transferee means any Person who is a:

  • Prohibited Waste means prohibited waste as defined in Schedule "A" to this bylaw.

  • Prohibited Payment means any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any Law for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.

  • Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

  • U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;

  • Prohibited conduct means bullying or cyberbullying as defined in this policy or retaliation or reprisal for asserting, alleging, reporting, or providing information about such conduct or knowingly making a false report about bullying.

  • Prohibited Activity means any service or activity on behalf of a Competing Business that involves the planning, management, supervision, or providing of services that are similar in nature or purpose to those services Employee provided to the Company within the last 12 months of Employee’s employment with the Company or any other activities that would involve the use or disclosure of Confidential Information.

  • Prohibited Period means the period during which Executive is employed by the Company hereunder and a period of two years following the end of Executive’s employment with the Company.