SPECIFIED OFFERING definition

SPECIFIED OFFERING any issuance or sale of Borrower Capital Securities by the Borrower or any incurrence of Indebtedness by the Borrower or any Subsidiary, excluding: (a) any incurrence of Indebtedness of the Borrower or any Subsidiary which is permitted by Section 8.2; (b) any issuance or sale of Borrower Capital Securities of the type described in clause (a) of the definition thereof (i) to directors, officers or employees of the Borrower or a Subsidiary by reason of their employment or (ii) the Net Cash Proceeds of which the Borrower uses to purchase or redeem all or any portion of the 12% Senior Subordinated Notes; (c) any issuance or sale of Borrower Capital Securities of the type described in clause (a) of the definition thereof for the simultaneous repurchase or redemption of other Borrower Capital Securities, subject to the provisions of Sections 8.7 OR 8.6.; (d) the Senior Subordinated Notes; and (e) the WorldCom Option. "SPECIFIED TAXES": as defined in Section 4.10. "STATUS": the existence of Level I Status, Level II Status, Level III Status on Level IV Status, as the case may be. "SUBJECT ACQUISITION": a proposed acquisition (including the entry into an option agreement) by the Borrower, directly or indirectly through a Wholly Owned Subsidiary, that satisfies, in the reasonable opinion of the Administrative Agent, the Acquisition Criteria. "SUBSIDIARY": as to any Person, a corporation, partnership or other entity 50% or more of the outstanding Voting Stock of which is at the time owned, or the management or policies of which are otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. "SUPPLEMENT TO GUARANTY": a Supplement to Guaranty in substantially the form attached as Exhibit A to the Guaranty Agreement.
SPECIFIED OFFERING means any private or public underwritten offering or any issuance of any equity or debt by CCI or any of its Subsidiaries; provided that none of the following shall constitute a Specified Offering:

Related to SPECIFIED OFFERING

  • Qualified Offering means an offering of equity or debt securities for gross proceeds to the Company of not less than $5.0 million.

  • Qualified Offer shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).

  • Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Last best offer package means the offer exchanged by parties not less than 14 days prior

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Qualified Initial Public Offering means any initial public offering of securities by the Company pursuant to an effective Registration Statement covering the sale of such securities, pursuant to which the Company shall actually receive aggregate net cash proceeds (not subject to any contingencies) equal to no less than $50,000,000.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Offering Notice shall have the meaning set out in Section 3.1;