Equity Transactions Clause Samples
The Equity Transactions clause governs the terms and conditions under which ownership interests, such as shares or equity stakes, may be issued, transferred, or otherwise dealt with in a company. It typically outlines procedures for issuing new shares, restrictions on transferring existing shares, and requirements for obtaining approvals or providing notifications. For example, it may require that any sale of shares to a third party be first offered to existing shareholders or be subject to board approval. The core function of this clause is to regulate changes in company ownership, protect the interests of current stakeholders, and prevent unwanted or unauthorized transfers of equity.
Equity Transactions. Prepayment will be made on the Obligations in an amount equal to fifty percent (50%) of the Net Cash Proceeds from any Equity Transactions (other than a Qualifying IPO) by the Borrower on the Business Day following receipt thereof.
Equity Transactions. Upon the terms and subject to the conditions of this Agreement, Seller agrees to cause the following transactions to occur:
(a) Promptly following the date hereof and in any event prior to the Closing and in order to effectuate the closing transactions, Seller shall form (i) a new Delaware limited liability company (“New Parent”), which shall be a direct wholly owned domestic subsidiary of Seller, (ii) a second new Delaware limited liability company (“New Top Holding Company”), which shall be a direct wholly owned domestic subsidiary of New Parent, (iii) a third new Delaware limited liability company (“New Intermediate Holding Company”, and together with New Parent and New Top Holding Company, the “New Holding Companies”), which shall be a direct wholly owned domestic subsidiary of New Top Holding Company and (iv) a fourth new Delaware limited liability company (“New Operating Company”), which shall be a direct wholly owned domestic subsidiary of New Intermediate Holding Company. The New Holding Companies and the New Operating Company shall be single member limited liability companies treated as disregarded entities for U.S. federal Income Tax purposes. In addition, if Buyer reasonably determines after the date hereof that additional acquisition vehicles (“Additional Acquisition Entities”) would be necessary or desirable to effect the transactions contemplated by this Agreement, Seller shall work with Buyer in good faith to form additional entities as needed prior to the Closing, and any Additional Acquisition Entities would thereafter be deemed to be Purchased Companies for all purposes hereunder. All documents prepared in connection with such formations (collectively, the “Formations”) shall be in form and substance satisfactory to Buyer.
(b) At the Closing and following the Formations, Seller will sell to Buyer, and Buyer agrees to purchase from Seller, all of the equity interests of New Parent held by Seller at the Closing, free and clear of all Liens other than restrictions on transfer imposed under applicable securities Laws (such transaction, the “Initial Equity Purchase”).
(c) At the Closing and following the Initial Equity Purchase, Seller will cause the Equity Sellers to sell to the New Operating Company, and Buyer agrees to cause the New Operating Company to purchase from the applicable Equity Seller, all of the Shares held by each such Equity Seller at the Closing, free and clear of all Liens other than restrictions on transfer imposed under ap...
Equity Transactions. Immediately upon the occurrence of any Equity Transaction, the Borrower shall prepay the Loans and (after all Loans have been repaid) cash collateralize the LOC Obligations (in a manner satisfactory to the Agent) in an amount equal to 100% of the Net Proceeds of the related Equity Transaction (to be applied as set forth in Section 3.3(c) below).
Equity Transactions. Prepayment will be made on the Obligations in an amount equal to fifty percent (50%) of the Net Cash Proceeds from any Equity Transactions on the Business Day following receipt thereof; provided that no such payment shall be required under this clause (iv), if the Consolidated Leverage Ratio as of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.1 is less than or equal to 2.5:1.0.
Equity Transactions. The Borrower will make prepayment on the Loans and/or to a cash collateral account in respect of LOC Obligations in an amount equal to one hundred percent (100%) of the Net Proceeds received from any Equity Transaction (it being agreed that any such payments required in connection with the issuance of stock under stock incentive, stock option or other similar plans shall be made quarterly within sixty days following the end of each quarter).
Equity Transactions. The Borrower shall enter into the Investment and Investor Rights Agreement.
Equity Transactions. Prepayment will be made on the Loan Obligations in an amount equal to 100% of the Net Cash Proceeds from any Equity Transactions on the fifth Business Day following receipt thereof.
Equity Transactions. The aggregate amount of the Commitments (including for purposes hereof, the aggregate amount of the Revolving Commitments and the aggregate amount of the Term Loan then outstanding) shall be automatically and permanently reduced by an aggregate amount equal to 50% of the Net Proceeds received by the Borrower or any its Subsidiaries in connection with an Equity Transaction. The prepayments made pursuant to this subsection (ii) shall be applied as provided in subsection (iv) hereof. Any payment owing hereunder, whether in respect of the Revolving Loans or the Term Loan on account of any such reduction in Commitments under this subsection (ii) shall be made to the Agent promptly (but in any event within five (5) Business Days) following receipt by the Borrower or a Subsidiary of the Net Proceeds therefrom.
Equity Transactions. 65 6.16 Anvil (Czech), Inc..............................................65
Equity Transactions. All of the Equity Transactions have been fully consummated on the Closing Date pursuant to the Equity Documents in accordance with all Requirements of Law.