Additional Liquidity Rights Sample Clauses

Additional Liquidity Rights. (a) In the event that the Company has not, by the fifth (5th) anniversary of the date hereof, consummated an IPO, then, subject to compliance with the Companies Act, the Company will annually make a tender offer to purchase in the first quarter of each annual period, on a pro rata basis among all holders of Preference Shares, up to 20% of the then outstanding Preference Shares for a price equal to book value per Preference Share (as of the end of the fiscal quarter immediately preceding the commencement of the tender offer) until an IPO or a Sale Transaction is consummated. Notwithstanding the foregoing, the Company will not be required to make any such repurchases (x) if the Board determines that such repurchases will have a negative effect on any of the Company’s then outstanding ratings, (y) unless all necessary regulatory authorities have approved the repurchases (and the Company shall use commercially reasonable efforts to obtain any such approvals), and (z) unless the Board determines that after giving effect to the repurchases, the Company has sufficient capital to conduct its business.
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Additional Liquidity Rights. Each Investor with a representative on the Board shall cause such representative to take all steps necessary to cause the Board to maintain a committee of the Board (the "Committee") consisting of a representative of the Board designated by Vanguard (as long as Vanguard or Affiliate thereof owns not less than fifty percent (50%) of the shares of Series C Preferred Stock it holds as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof)), a Series F Director (but only so long as the holders of Series F-1 Preferred stock shall be entitled to elect the Series F Directors pursuant to subsection V.B.6(b) of the Restated Certificate), which shall be the Electra Director, if any, a representative of the Board designated by the other outside investors and a representative of the Company's Executive Management. (If Vanguard shall at any time fail the ownership requirements set forth in the preceding sentence, the Board at its sole discretion may elect to the Committee a representative of the Board not designated by Vanguard.) The Committee shall, from time to time at the request of any member, consult with an investment banking firm of recognized national standing that is unaffiliated with the Committee members. The Committee shall request such investment banking firm to thereafter make a formal presentation to the Committee as to the commercial reasonableness of proceeding with an initial public offering of the Company's Common Stock ("IPO") in light of then prevailing market conditions and the condition and performance of the Company. Based on the recommendation of such investment banking firm, the Committee shall make a recommendation to the full Board about proceeding with an IPO. If the Board approves proceeding with an IPO, the Company shall, subject to the rights of the Series F Holders under the Series F Registration Rights Agreement, use commercially reasonable efforts to proceed with an IPO unless three directors vote to oppose proceeding with the IPO. In such event, the Company shall submit to binding arbitration to be completed within 30 days whether it is commercially feasible to proceed with an IPO. Such arbitration shall be conducted in accordance with the procedures set forth in Section 8.3 of the Reorganization Agreement. The arbitrators shall be representatives of nationally known investment banking firms unaffiliated with the Company. Upon a finding of commercial feasibility, the Company shall, subject to the ...
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Additional Liquidity Rights. Reference is made to that certain employment agreement entered into on April 11, 2017 and effective as of April 3, 2017 (as amended June 23, 2017) by and among the Company, the Partnership, Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Partnership (the “Employer”), and Cxxx X. Xxxxxxxx, a CW Party (the “Employment Agreement”), pursuant to which the Employer employs Mx. Xxxxxxxx and Mx. Xxxxxxxx serves as Chief Executive Officer of the Company, the Partnership and the Employer. In the event that Mx. Xxxxxxxx’ employment is terminated without Cause (as defined in the Employment Agreement) or by Mx. Xxxxxxxx for Good Reason (as defined in the Employment Agreement, as amended in paragraph 6 below) upon or following the Closing, the CW Parties shall be entitled to exercise the Exchange Right, as defined in the Partnership Agreement (the “Termination Exchange Right”), with respect to the Retained Class A Partnership Units; provided, that for purposes of exercising the Termination Exchange Right, the Lock-up Expiry Date shall be deemed to mean Mx. Xxxxxxxx’ employment termination date; provided, further, that the Termination Exchange Right shall otherwise be subject to the terms and conditions of the Exchange Right set forth in the Partnership Agreement, other than limitations set forth in Section 8.6A of the Partnership Agreement on the number of Class A Units that may be subject to an Exchange Notice during any twelve (12) month period. In exchange for the good and valuable consideration provided herein, Mx. Xxxxxxxx hereby agrees that the consummation of the transactions contemplated by the Merger Agreement, and any changes or modifications to Mx. Xxxxxxxx’ authority, duties or responsibilities which arise solely as a result of the Company ceasing to be a publicly-held company or the Company merging with Merger Sub I with Merger Sub I surviving as a subsidiary of Parent, in connection with the consummation of the transactions contemplated by the Merger Agreement, will not, in and of itself, constitute a “diminution in Executive’s authority, duties or responsibilities” (and, therefore, will not constitute “Good Reason”) for purposes of the Termination Exchange Right.
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Additional Liquidity Rights 
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Related to Additional Liquidity Rights

  • Additional L/C Issuers Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the Borrower, the Administrative Agent and each L/C Issuer. Such new L/C Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of such new L/C Issuer.

  • Additional Term Loans Subject only to the satisfaction or waiver of the conditions expressly set forth in Section 4 of the Eleventh Amendment, each 2014-1 Additional Term Lender agrees to make a loan in Dollars (the “2014-1 Additional Term Loans”) to the Borrower on the Eleventh Amendment Effective Date in the aggregate principal amount of such Lender’s 2014-1 Additional Term Commitment. No amount of a 2014-1 Additional Term Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. The 2014-1 Additional Term Loans shall be denominated in Dollars, shall be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans or a combination thereof, provided, that all 2014-1 Additional Term Loans made by the 2014-1 Additional Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2014-1 Additional Term Loans of the same Type. The proceeds of the 2014-1 Additional Term Loans made on the Eleventh Amendment Effective Date shall be placed into escrow with the Eleventh Amendment Escrow Agent on the terms set forth in the Eleventh Amendment Escrow Agreement. Subject only to the satisfaction or waiver of the conditions set forth in (x) Section 5.5 or (y) Section 5.2 and Section 5.6, as applicable, and the additional conditions expressly set forth in the Eleventh Amendment Escrow Agreement, the 2014-1 Additional Term Loans shall be released from escrow on the Eleventh Amendment Release Date. If the 2014-1 Additional Term Loans Termination Date occurs, the proceeds of the 2014-1 Additional Term Loans shall be released from escrow on the conditions set forth in the Eleventh Amendment Escrow Agreement and refunded and repaid in full (together with all accrued and unpaid interest thereon) to the 2014-1 Additional Term Lenders on the 2014-1 Additional Term Loan Maturity Date in accordance with the Eleventh Amendment Escrow Agreement.

  • Additional Loan Parties (a) Notify the Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Agent, (i) cause any such Person to become a Co-Borrower or Guarantor, as applicable, by executing and delivering to the Agent a joinder agreement to this Agreement or a counterpart of the Guaranty or such other document as the Agent shall deem reasonably appropriate for such purpose, (ii) grant a perfected Lien to the Agent on such Person’s assets on the same types of assets which constitute Collateral under the Collateral Documents to secure the Obligations, and (iii) deliver to the Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.3(a) and if requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 9.9 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 9.9 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor.

  • Liability of the Liquidity Provider (a) Neither the Liquidity Provider nor any of its officers, employees or directors shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower that were the result of (A) the Liquidity Provider’s willful misconduct or gross negligence in determining whether documents presented hereunder comply with the terms hereof or (B) any breach by the Liquidity Provider of any of the terms of this Agreement or the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the terms and conditions hereof. In no event, however, shall the Liquidity Provider be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, loss of profits, business or anticipated savings).

  • Additional Loans Agent shall not make any Revolving Loans or provide any Letter of Credit Accommodations to any Borrower on behalf of Lenders intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations would cause the aggregate amount of the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, without the prior consent of all Lenders, except, that, Agent may make such additional Revolving Loans or provide such additional Letter of Credit Accommodations on behalf of Lenders, intentionally and with actual knowledge that such Revolving Loans or Letter of Credit Accommodations will cause the total outstanding Revolving Loans and Letter of Credit Accommodations to such Borrower to exceed the Borrowing Base of such Borrower, as Agent may deem necessary or advisable in its discretion, provided, that: (a) the total principal amount of the additional Revolving Loans or additional Letter of Credit Accommodations to any Borrower which Agent may make or provide after obtaining such actual knowledge that the aggregate principal amount of the Revolving Loans equal or exceed the Borrowing Bases of Borrowers, plus the amount of Special Agent Advances made pursuant to Section 12.11(a)(i) or (ii) hereof then outstanding, shall not exceed the aggregate amount equal to ten (10%) percent of the Maximum Credit, (b) no such additional Revolving Loan or Letter of Credit Accommodation shall be outstanding more than ninety (90) days after the date such additional Revolving Loan or Letter of Credit Accommodation is made or issued (as the case may be), except as the Required Lenders may otherwise agree and (c) the total outstanding principal amount of Loans, Letter of Credit Accommodations and Special Agent Advances made pursuant to Section 12.11(a)(i) and (ii) hereof shall not exceed the Maximum Credit. Each Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any such additional Revolving Loans or Letter of Credit Accommodations.

  • Tranche B Term Loans Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 if the Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

  • Investments, Loans, Advances, Guarantees and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

  • Manner of Borrowing Loans and Designating Applicable Interest Rates Notice to the Administrative Agent 9

  • Initial Term Loan The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.

  • Additional Loan Documents Borrower shall have executed and delivered to Lender such other documents as shall have been requested by Lender to renew, and extend, the Loan Documents to secure payment of the Obligations of Borrower, all in form satisfactory to Lender and its counsel.

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