Closing Date Equity Issuance Clause Samples
The Closing Date Equity Issuance clause defines the requirement for the company to issue a specified amount of equity to certain parties on the closing date of a transaction. Typically, this clause outlines the type and number of shares to be issued, the recipients, and any conditions that must be met before the issuance occurs. Its core function is to ensure that ownership interests are properly allocated at the time the transaction is finalized, providing clarity and certainty to all parties involved.
Closing Date Equity Issuance. The Closing Date Equity Issuance shall have been consummated substantially simultaneously with the initial Borrowing of Term Loans hereunder and, immediately upon giving effect thereto and the consummation of the Closing Date Acquisition, the Sponsor shall (x) own Voting Stock of Holdings representing more than 50% of the voting power of the total outstanding Voting Stock of Holdings and (y) have the power to appoint or remove a majority of the Board of Directors of Holdings.
Closing Date Equity Issuance. The Closing Date Equity Issuance shall be consummated substantially concurrently with, or prior to, the funding of the First Lien Term Facility. In determining the satisfaction of the conditions specified in this Section 6.01, to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Closing Date that the respective item or matter does not meet its satisfaction. Upon the funding of the Initial Borrowing, the Closing Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Closing Date shall not release Holdings or the Borrower from any Event of Default for failure to satisfy one or more of the applicable conditions contained in this Section 6.01). The acceptance of the benefits of each extension of credit hereunder shall constitute a representation and warranty by Holdings and the Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 6.01 (with respect to extensions of credit on the Closing Date) and applicable to such extensions of credit are satisfied as of that time, unless waived in accordance with Section 12.12.
Closing Date Equity Issuance. Any Loan Party breached its obligations under any agreement entered in connection with the Closing Date Equity Issuance.
Closing Date Equity Issuance. The Closing Date Equity Issuance shall have been consummated and shall constitute common Equity Interests or other Qualified Capital Stock.
Closing Date Equity Issuance. The Closing Date Equity Issuance shall have been, or substantially concurrently with the initial borrowing hereunder, shall be, consummated.
Closing Date Equity Issuance. The applicable Lenders (or their nominated Affiliates) shall have been issued (at no additional cost to such Lenders and in partial consideration of the Loans made by such Lenders) [_]3 shares of the Parent’s common stock on terms and conditions satisfactory to such Lenders or their nominated Affiliates but in any event such shares (i) shall be subject to a customary registration rights agreement in the form attached as Exhibit A to the De-SPAC Combination Agreement and (ii) shall be validly issued, fully paid and non-assessable, issued without violation of any pre-emptive or similar rights of any stockholder of the Parent and free and clear of all Liens.
Closing Date Equity Issuance. (1) The applicable Lenders (or their nominated Affiliates) shall have been issued (at no additional cost to such Lenders and in partial consideration of the Loans made by such Lenders) 250,000 shares of the Parent’s common stock (the “Credit Agreement Shares”) on terms and conditions satisfactory to such Lenders or their nominated Affiliates and (2) the Fortress Investor (or its nominated Affiliates) shall have been issued (at no additional cost to the Fortress Investor) the Backstop Shares (as defined in the Backstop Agreement) consisting of 700,000 shares of the Parent’s common stock (the Backstop Shares, together with the Credit Agreement Shares, the “Closing Shares”) on terms and conditions satisfactory to the Fortress Investor or its nominated Affiliates, but in any event the Closing Shares (i) shall be registered pursuant to the Registration Statement which shall be filed and effective on or before the applicable dates, and subject to the terms and conditions, provided in Section 8.22 and (ii) shall be validly issued, fully paid and non-assessable, issued without violation of any pre-emptive or similar rights of any stockholder of the Parent and free and clear of all Liens.