Issuances of Equity Securities Sample Clauses

Issuances of Equity Securities. The Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock (a) issued to Investor pursuant to this Agreement, (b) issued to other Persons pursuant to other investment agreements entered into on terms and conditions, including without limitation purchase price, that are no more favorable to such Persons than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor up to an aggregate amount of $500,000,000 including the investments of the Investor and the Other Investors, (c) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.05, and (d) issued to existing equityholders and creditors of the Company pursuant to the Plan as set forth on Schedule 3.05, (e) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount not to exceed the difference between $650,000,000 and the aggregate amount of the Investment, the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date at a purchase price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise on terms and conditions that are no more favorable than the terms and conditions provided herein and in the Stockholders Agreement, for proceeds in excess of $650,000,000 provided that (i) the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing Company and West stakeholders at a repurchase or redemption price that values the Equity Securities redeemed or repurchased (on an as-converted basis in the case of convertible securities and, in the case of Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid by Investor under this Agreement, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not excee...
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Issuances of Equity Securities. (a) Except as provided in Sections 7.5 or 7.6 or Sections 7.7(b) and (c) below, and except for any Equity Securities issued by the Company to fund Other Business Activities, which will not be taken into consideration for purposes of applying this Section 7.7, any time the Company issues any Equity Securities (other than compensatory options issued pursuant to an Incentive Plan), the following will occur:
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Issuances of Equity Securities. Within one (1) Business Day of receipt by any Loan Party or any of their Subsidiaries (other than Project Specific JVs) of proceeds from any issuance of any Equity Securities (other than (I) an issuance of Equity Securities the proceeds of which shall be used substantially concurrently with the consummation of, and to finance, a Permitted Acquisition, or (II) distributions by a Loan Party, a Subsidiary of a Loan Party, an Affiliated Entity or a Minority Subsidiary to a Loan Party or a Subsidiary of a Loan Party that is a Guarantor), the Borrower shall prepay the Loans in an aggregate amount equal to 50% of the Net Cash Proceeds of such issuance of Equity Securities received by the Loan Parties or any of its Subsidiaries (except that with respect to any Affiliated Entities or Minority Subsidiaries, only to the extent of the Net Cash Proceeds received by the Loan Parties). (C)
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Issuances of Equity Securities. On or prior to the first ------------------------------ (1/st/) Business Day after receipt by ChipPAC or any of its Subsidiaries of any Equity Proceeds (net of any payment of underwriting discounts, commission and other costs and expenses associated therewith (including legal costs and expenses)) other than (w) capital contributions made by ChipPAC or any of its Subsidiaries, (x) Equity Proceeds received by ChipPAC as payment for any shares of Capital Stock purchased by, or of the exercise price under any option for any shares of Capital Stock of ChipPAC held by, any officer, director, employee or consultant of ChipPAC or any of its Subsidiaries, (y) Equity Proceeds received from the Investors or their respective Affiliates or customers or suppliers of ChipPAC or its Subsidiaries, and (z) Equity Proceeds received by ChipPAC or any of its Subsidiaries solely to the extent that such Equity Proceeds are used to finance a Permitted Acquisition), Company shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to (i) 75% of all such Equity Proceeds, if at such time the Leverage Ratio, on a Pro Forma basis, is greater than or equal to 3.50:1.00 or (ii) 50% of all such Equity Proceeds, if at such time the Leverage Ratio, on a Pro Forma Basis, is less than 3.50:1.00; provided, however, that notwithstanding the foregoing, ChipPAC may use the first $50,000,000 of Equity Proceeds of a Qualified Public Equity Offering, at its option, (i) to redeem HEI Preferred Stock, (ii) to redeem Intel Preferred Stock and/or (iii) to repurchase Subordinated Debt. If Company is otherwise required to apply any portion of such Equity Proceeds to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall cause such Equity Proceeds to be applied to the prepayment of the Loans so as to eliminate or minimize any obligation to repurchase the Subordinated Debt.
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Issuances of Equity Securities. 100,000 shares of restricted Common Stock and options to purchase 100,000 shares of Common Stock issued in January 2011 to Jxxxxxxx Xxxxxxx, Director of Finance of the Company, as inducement grants in connection with her commencement of employment with the Company.
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Issuances of Equity Securities. If the Company shall at any time or from time to time after the Issue Date issue or commit pursuant to a definitive agreement to issue (x) Equity Awards that are initially issued as shares of Common Stock or shares of Common Stock that are issued pursuant to and giving effect to the settlement, vesting, exercise or conversion of any Equity Awards or (y) any other Equity Securities (in each case other than pursuant to a Permitted Transaction as contemplated by Section 11(xii)) (a “New Issuance”), then the number of Warrant Shares issuable upon the exercise of this Warrant held by the Warrantholder shall be increased to a number such that the percentage of the outstanding shares of Common Stock represented by the Warrant Shares on a fully diluted basis immediately prior to giving effect to such New Issuance shall be equal to the percentage of the outstanding shares of Common Stock represented by the Warrant Shares on a fully diluted basis immediately after giving effect to such New Issuance. Any adjustment made pursuant to this Section 11(ii) shall become effective immediately after the consummation of the New Issuance, other than any adjustment made in connection with any shares of Common Stock issued pursuant to the settlement, vesting, exercise or other conversion of Equity Awards (other than Permitted Equity Awards), which for administrative ease shall be calculated quarterly, as of the Company’s fiscal quarters end, on or before the date that is 45 days after the Company’s fiscal quarter end, or earlier if in connection with the exercise of this Warrant, and shall become effective on the date of such calculation. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Warrant Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 11(ii). The Company shall promptly provide all information requested by Warrantholder that is reasonably required to verify compliance with this Section 11(ii).
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Issuances of Equity Securities. Subject to Section 2.6, the Board may authorize the Company to create, authorize or issue any Equity Security, including any security convertible into or exchangeable for any Equity Security, including, subject to the Charter and Applicable Law, any increase in the authorized number of (or issuance of a new class of) Equity Securities. From and after the date of this Agreement, as a condition to any issuance of new Equity Securities to any Person, the Person subscribing to such Equity Securities shall enter into either, at the election of the Board, (i) a Joinder Agreement substantially in the form attached as Exhibit A hereto or (ii) an agreement with the Company and the Stockholders containing, at minimum, provisions substantially the same as the provisions of Section 2.1(d), Section 2.5, Article III, Article IV, Article V, Article VII and Article VIII (mutatis mutandis), as well as such other provisions determined by the Board with the consent of the GSO Majority.
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Issuances of Equity Securities. Issuances of Capital Stock (including shares issued in acquisitions) for which the approval of the full Board of Directors or executive committee or similar committee (but, for clarification, not the Acquisition Committee or Small Acquisition Committee) would be required under applicable law or under the Board of Directors guidelines existing on the date hereof (which have been provided to Stockholder); provided, however, that ordinary-course annual stock incentive grants consistent with past practice shall not be subject to this approval requirement.
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Issuances of Equity Securities. On or prior to the first ------------------------------ (1st) Business Day after receipt by ChipPAC or any of its Subsidiaries of any Equity Proceeds (net of any payment of underwriting discounts, commission and other costs and expenses associated therewith (including legal costs and expenses)) other than (w) capital contributions made by ChipPAC or any of its Subsidiaries, (x) Equity Proceeds received by ChipPAC as payment for any shares of Capital Stock purchased by, or of the exercise price under any option for any shares of Capital Stock of ChipPAC held by, any officer, director, employee or consultant of ChipPAC or any of its Subsidiaries, (y) Equity Proceeds received from the Investors or their respective Affiliates or customers or suppliers of ChipPAC or its Subsidiaries, and (z) Equity Proceeds received by ChipPAC or any of its Subsidiaries solely to the extent that such Equity Proceeds are used to finance a Permitted Acquisition, Company shall prepay the Loans (and/or the Revolving Loan Commitments or Term Delayed Draw Loan Commitments shall be reduced) in an amount equal to (i) 75% of all such Equity Proceeds, if at such time the Leverage Ratio, on a Pro Forma basis, is greater than or equal to 3.50:1.00 or (ii) 50% of all such Equity Proceeds, if at such time the Leverage Ratio, on a Pro Forma Basis, is less than 3.50:1.00; provided, however, that notwithstanding the foregoing, ChipPAC may use the first $50,000,000 of Equity Proceeds of a Qualified Public Equity Offering, at its option, (i) to redeem HEI Preferred Stock, (ii) to redeem Intel Preferred Stock and/or (iii) to repurchase Subordinated Debt. If Company is otherwise required to apply any portion of such Equity Proceeds to prepay Indebtedness evidenced by the Subordinated Debt then, notwithstanding anything contained in this Agreement to the contrary, ChipPAC shall cause such Equity Proceeds to be applied to the prepayment of the Loans so as to eliminate or minimize any obligation to repurchase the Subordinated Debt.
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Related to Issuances of Equity Securities

  • Issuance of Equity Securities No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions:

  • Issuances of Additional Partnership Securities (a) The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Indebtedness; Certain Equity Securities (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

  • Issuance of Equity Interests Issue or allow to be created any stocks or shares or shareholder, partnership or membership interests, as applicable, or other ownership interests other than the stocks, shares, shareholder, partnership or membership interests and other ownership interests which are outstanding or exist on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for stock, shares, shareholder, partnership or membership interests or other ownership interests in any Borrower or Operating Lessee, unless otherwise permitted under this Agreement in connection with any Mezzanine Loan. No Borrower or Operating Lessee shall allow to be issued or created any stock in any Borrower’s or Operating Lessee’s general partner or managing member, as applicable, other than the stock which is outstanding or existing on the Closing Date or any security or other instrument which by its terms is convertible into or exercisable or exchangeable for any stock in such Borrower’s general partner or managing member, as applicable.

  • Issuance of Equity Securities to Other Persons If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such Major Investors the right to acquire such unsubscribed shares on a pro rata basis. The Major Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

  • Additional Notes; Variable Securities; Dilutive Issuances So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Company Common Stock at a price which varies or may vary after issuance with the market price of the Company Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Stock in excess of that number of shares of Company Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

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