Capital Markets Issuance Sample Clauses

Capital Markets Issuance. In the event that (i) the Borrower or any Domestic Subsidiary issues any debt securities in a public issuance or private placement under Rule 144A (excluding any borrowings under the Revolving Credit Agreement, the 2017 Term Loan Agreement, any Asset Securitization, any Indebtedness permitted under Sections 8.4(iv), (v) or (vi) or other working capital facilities) or (ii) the Borrower issues any Borrower Common Stock in a registered offering, in each case of clause (i) or (ii) resulting in net cash proceeds to the Borrower or such Domestic Subsidiary, as applicable, in excess of $100,000,000, then the Borrower shall, within two (2) Business Days after the receipt of such proceeds, first, prepay the aggregate outstanding principal balance of the Term Loans in an amount equal to the lesser of the outstanding principal amount thereof and the amount of such proceeds, together with accrued interest thereon, it being understood and agreed that each such prepayment shall be accompanied by an immediate, automatic, irrevocable, and permanent reduction of the Term Loan Commitment on a dollar-for-dollar basis equal to the amount of such prepayment and, second, if the Term Loan Commitment is outstanding and no Term Loans are outstanding on (or such Term Loans have been prepaid or repaid as of) the applicable date, the Term Loan Commitment shall be reduced on a dollar-for-dollar basis in an amount equal to such proceeds not otherwise applied pursuant to the immediately preceding clause “first”.
Sample 1
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Capital Markets Issuance. In the event that (i) the Borrower or any Domestic Subsidiary issues any debt securities in a public issuance or private placement (excluding any borrowings under the Revolving Credit Agreement, any Asset Securitization, any Indebtedness permitted under Sections 8.4(iv), (v) or (vi) or other working capital facilities) or (ii) the Borrower issues any Borrower Common Stock in a registered offering, in each case of clause (i) or (ii) resulting in net cash proceeds to the Borrower or such Domestic Subsidiary, as applicable, in excess of $100,000,000, the Borrower shall, within two (2) Business Days after the receipt of such proceeds, prepay the Term Loan in an amount equal to the lesser of the outstanding principal amount thereof and the amount of such proceeds, together with accrued interest thereon.
Sample 1

Related to Capital Markets Issuance

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

  • The Nasdaq Capital Market By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market.

  • Listing on the Nasdaq Capital Market The Company will use commercially reasonable efforts to maintain the listing of the Public Securities on the Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act.

  • Nasdaq National Market Listing Parent shall authorize for listing on the Nasdaq National Market the shares of Parent Common Stock issuable, and those required to be reserved for issuance, in connection with the Merger, upon official notice of issuance.

  • Secondary Market Trading and Standard & Poor’s If the Company does not maintain the listing of the Public Securities on Nasdaq or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities in the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.

  • Nasdaq Capital Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the Nasdaq Capital Market (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • The Nasdaq Global Market By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Global Market.

  • NYSE The outstanding shares of Common Stock and the Securities to be sold by the Company hereunder have been approved for listing, subject only to official notice of issuance, on the NYSE, and are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Securities under the Exchange Act or delisting any such securities from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

  • Agency Cross Transactions From time to time, the Sub-Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Sub-Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from both parties to the transaction without the advisory client’s consent. This is because in a situation where the Sub-Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Advisor or an affiliate is receiving commissions from one or both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Sub-Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Sub-Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Advisor.

  • Nasdaq National Market The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the Nasdaq National Market ("Nasdaq"), and, except as contemplated by this Agreement, the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the SEC or the National Association of Securities Dealers, Inc. ("NASD") is contemplating terminating such registration or listing.

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