Permitted Preferred Stock Sample Clauses

Permitted Preferred Stock. At all times prior to the Maturity Date and thereafter until the payment in full in cash of all Obligations then due and payable hereunder and under the other Credit Documents, the Borrower shall pay Dividends on the Permitted Preferred Stock only in additional shares of Permitted Preferred Stock.
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Permitted Preferred Stock. (a) The Series A Preferred Stock of Pegasus Satellite Television of Virginia, Inc. having a liquidation preference of $3,000,000, issued in connection with a prior acquisition, and (b) any other preferred stock of any of the Companies issued to Sellers in connection with Permitted Acquisitions which (i) has terms and conditions satisfactory to the Agent and (ii) without limiting the generality of the foregoing, (A) will have no redemption or other exit rights which arise earlier than one year after the scheduled maturity of the Notes, (B) will not be redeemable, in any event (other than with shares of the common stock of the Companies or securities of the Parent issued without any resulting Event of Default), until all of the Obligations have been paid in full in cash, (C) will not carry any dividend rights (other than dividends paid in shares of Permitted Preferred Stock or common stock of the Companies or the Parent issued without any resulting Event of Default), and (D) will otherwise conform with the meaning of "Qualified Subsidiary Stock", as such term is defined in the PCC Preferred Stock Designation. Permitted Seller Debt. Indebtedness of the Companies (other than Indebtedness described in Schedule 7.01) to Sellers incurred in connection with Permitted Acquisitions which (a) has terms and conditions satisfactory to the Agent and (b) is not secured other than by a Seller Letter of Credit. Permitted Seller Debt Outstandings. As of any date, all principal, overdue interest and other amounts then outstanding in respect of Permitted Seller Debt, but excluding accrued interest which is not yet overdue. Permitted Seller Subordinated Debt. Indebtedness of the Companies to Sellers which is incurred in connection with Permitted Acquisitions and (a) is subordinated to any Indebtedness of the Companies to the Agent or the Lenders pursuant to one or more Seller Subordination Agreements and (b) is unsecured. Person or person. Any individual, corporation, partnership, limited liability company, joint venture, trust, business unit, unincorporated organization, or other organization, whether or not a legal entity, or any government or any agency or political subdivision thereof. Pricing Period. See Section 1.03.
Sample 1
Permitted Preferred Stock. Preferred stock issued by any of the Borrowers after the date hereof which does not, until the Obligations have been paid in full and the Commitments are terminated, pay any current dividends and which the holders thereof do not, until the Obligations have been paid in full and the Commitments are terminated, have any ability to require any redemption or repurchase of such stock by the issuer thereof.
Sample 1
Permitted Preferred Stock. As used herein, "Permitted Preferred Stock" shall mean any preferred stock of the Borrower that (I) does not require the Borrower to pay a dividend on account of such preferred stock (other than in connection with the requirement under any preferred stock, if a dividend is being paid on the common stock, to pay a dividend in an equal amount per share as that paid on the common stock) and (II) is not mandatorily redeemable or redeemable at the option of the holder thereof. The Borrower agrees and acknowledges that it is prohibited from paying any dividend or other distribution on account of its capital stock or any Right other than dividends or distributions payable in the Borrower's common stock, in a Right or in Permitted Preferred Stock."
Sample 1
Permitted Preferred Stock. To the extent Company receives proceeds from an equity offering and desires to apply such proceeds to make an acquisition or to make capital expenditures not otherwise permitted by this Agreement, upon request of Company that Requisite Lenders consent to such use of such proceeds, Lenders will give reasonable consideration to such request, taking into account all relevant factors at the time of such request.
Sample 1
Permitted Preferred Stock. Receipt by the Administrative Agent of evidence in form and substance reasonably satisfactory to the Administrative Agent and the Lenders that the holders of the Permitted Preferred Stock required to consent to the transactions contemplated hereby pursuant to the documentation governing the Permitted Preferred Stock shall have consented to the transactions contemplated hereby in accordance with the terms and conditions of the documentation governing the Permitted Preferred Stock. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Closing Date specifying its objection thereto.
Sample 1
Permitted Preferred Stock. Receipt by the Administrative Agent of (i) the certificate of designation (or comparable instrument) and all documentation in connection with the Permitted Preferred Stock and all other preferred equity interests of the Borrower and each Guarantor, in each case certified by a Responsible Officer of the Borrower as true and complete in all material respects, which shall, in each case, be in form and substance reasonably satisfactory to the Lenders and (ii) evidence in form and substance satisfactory to the Administrative Agent and the Lenders that the holders of the Permitted Preferred Stock shall have, in accordance with the terms and conditions of the documentation governing the Permitted Preferred Stock, (A) agreed to not require any mandatory redemption of the Permitted Preferred Stock (other than any redemptions made in accordance with Section 8.06(c)) until no earlier than the date that is six (6) months after the earlier to occur of (x) the Maturity Date and (y) the date that all Obligations have been paid in full and all Loan Documents have been terminated and (B) to the extent required pursuant to the documentation governing the Permitted Preferred Stock, consented to the transactions contemplated hereby. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.02, each Lender that has funded its Applicable Percentage of the Term Loan on the Funding Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Funding Date specifying its objection thereto.
Sample 1
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Permitted Preferred Stock. At all times prior to the Expiration Date and thereafter until the payment in full in cash of all Obligations then due and payable hereunder, the Borrower shall pay Dividends on the Permitted Preferred Stock only in additional shares of Permitted Preferred Stock.
Sample 1
Permitted Preferred Stock. (a) The Series A Preferred Stock of Pegasus Satellite Television of Virginia, Inc. having a liquidation preference of $3,000,000, issued in connection with a prior acquisition, and (b) any other preferred stock of any of the Companies issued to Sellers in connection with Permitted Acquisitions which (i) has terms and conditions satisfactory to the Agent and (ii) without limiting the generality of the foregoing, (A) will have no redemption or other exit rights which arise earlier than one year after the scheduled maturity of the Notes, (B) will not be redeemable, in any event (other than with shares of the common stock of the Companies or securities of the Parent issued without any resulting Event of Default), until all of the Obligations have been paid in full in cash, (C) will not carry any dividend rights (other than dividends paid in shares of Permitted Preferred Stock or common stock of the Companies or the Parent issued without any resulting Event of Default), and (D) will otherwise conform with the meaning of "Qualified Subsidiary Stock", as such term is defined in the PCC Preferred Stock Designation. Permitted Seller Debt. Indebtedness of the Companies (other than Indebtedness described in Schedule 7.01) to Sellers incurred in connection with Permitted Acquisitions which (a) has terms and conditions satisfactory to the Agent and (b) is not secured other than by a Seller Letter of Credit.
Sample 1

Related to Permitted Preferred Stock

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

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