Issuances of Capital Stock. The Company will not issue any of its capital stock to any person or entity or grant any person or entity an option, warrant, convertible security or any other right or agreement to acquire any shares of its capital stock, without the prior written consent of Parent.
Issuances of Capital Stock. The provisions of this --------------------------------------------------- Agreement shall apply to any and all shares of capital stock or other securities of the Company or any successor or assign of the Company, or the Partnership, including Newco, which may be issued in respect of, in exchange for or in substitution of, the Shares by reason of any conversion, stock dividend, stock split, reverse split, recapitalization, reclassification, combination, merger, consolidation or otherwise, and such shares or other securities shall be encompassed within the term "Shares" for purposes of this Agreement.
Issuances of Capital Stock. Other than a Permitted Cure Issuance, no issuance (including, without limitation, any issuance in connection with the conversion of any Loan) of the Capital Stock of any Loan Party shall be consummated during the two-week period immediately preceding the last day of each Fiscal Quarter. Sales of Capital Stock permitted by subsection 7.7B shall not be restricted by this subsection 7.7C, but nothing in this subsection 7.7C shall permit any Asset Sale involving the sale of Capital Stock not otherwise permitted hereunder.
Issuances of Capital Stock. The Borrower shall not, and shall not permit the Parent or any of their Subsidiaries to (a) make or permit any transfer, assignment, distribution, mortgage, pledge or gift of any shares of Capital Stock of the Parent, the Borrower or their Subsidiaries, except to another Wholly Owned Subsidiary of the Parent or the Borrower and (b) issue any Capital Stock or grant any Stock Rights, except: (i) the Parent may issue Class A Capital Stock of the Parent in accordance with the terms of the Stock Rights in existence on the Closing Date and described on Schedule 7.11, (ii) so long as there exists no Default or Event of Default both immediately before and immediately after giving effect thereto, issuances by the Parent of its Class A Capital Stock in connection with the Private Offering, so long as such issuance does not cause a Change in Control, (iii) so long as here exists no Default or Event of Default both immediately before and immediately after giving effect thereto, Class A Capital Stock of the Parent issued pursuant to the Stock Plan, so long as such issuance does not cause a Change in Control, (iv) so long as there exists no Default or Event of Default both immediately before and after giving effect thereto, payments in kind with respect to dividends on the Global Preferred Stock or the Special Common Stock, and (v) so long as there exists no Default or Event of Default both immediately before and after giving effect thereto, the Series B Preferred.
Issuances of Capital Stock. The provisions of this Agreement shall apply --------------------------------- to any and all shares of capital stock or other securities of the Company or any successor or assign of the Company which may be issued in respect of, in exchange for or in substitution of, the Shares by reason of any stock dividend, stock split, reverse split, recapitalization, reclassification, combination, merger, consolidation or otherwise, and such shares or other securities shall be encompassed within the term "Shares" for purposes of this Agreement and the Pledge Agreement. The Company agrees that it shall not issue additional shares of common stock to FSEP (or any affiliate thereof) unless the Company's Board of Directors shall have made a good faith determination that the purchase price for any such shares is equal to the fair market value of such shares.
Issuances of Capital Stock. MobilePro will not, nor will MobilePro permit any of its direct or indirect Subsidiaries (including any Existing MobilePro Subsidiary or member of the Davel Group) to sell or issue, or enter into any new agreement with respect to the sale or issuance of, any shares of capital stock of MobilePro or any of its direct or indirect Subsidiaries; provided, however, that MobilePro shall have the right to issue directly shares of the capital stock of MobilePro (but no direct or indirect Subsidiary of MobilePro), if (and only if) the net proceeds of any of such new issuances of capital stock, after customary fees and transaction expenses (“Capital Stock Net Proceeds”) shall be used solely:
(a) to reduce the Obligations to the Lender, except that, prior to May 15, 2005 (other than amounts paid in respect of accrued Cash Interest, when due), shall be held in a special interest bearing escrow account (in form and content acceptable to the Lender) for the sole benefit of Lender and remitted to Lender as a prepayment of the Loan within three (3) Business Days following May 15, 2005;
(b) to reduce the Cornell Capital Obligations; or
(c) for so long as no Default or Event of Default shall have occurred, to finance Acquisitions permitted under Section 7.02(c) of this Credit Agreement, or be applied to working capital or other general corporate purposes. From and after the occurrence of any Default or Event of Default, all Capital Stock Net Proceeds shall (unless otherwise agreed in writing by the Lender) be used solely to reduce the Obligations to the Lender and the Cornell Capital Obligations, on a pari passu basis, calculated based upon the amount by which the then outstanding Obligations to the Lender and the Cornell Capital Obligations bear to each other.
Issuances of Capital Stock. If the Company issues or sells any shares of Capital Stock (or rights, options, warrants or convertible or exchangeable securities containing a right to subscribe for or purchase shares of Common Stock), other than shares of Capital Stock issued pursuant to the exercise of options granted prior to December 31, 2001 under the Company's Stock Plans, then the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be automatically increased to account for the economic effects of such transaction (and the applicable Exercise Price for such Warrants shall be correspondingly decreased but in no event shall such exercise price be below par value) such that the aggregate number of Warrant Shares then outstanding and represented by unexercised Warrants at all times shall equal forty-five percent (45%) of the Company's shares of Common Stock on a Fully Diluted Basis. If the Company and the Holders are unable to agree on the amount or form of any such adjustment, then the Company will retain an Independent Appraiser acceptable to Holders (which acceptance may not be unreasonably withheld) that will determine the amount and form of such adjustment. Any adjustment required by this subsection 6.16(a)(ii) (1) shall become effective on the date of issuance retroactive to the record date for determining equityholders entitled to receive such issuance, and (2) shall be made successively whenever any such event occurs.
Issuances of Capital Stock. The Company and the Stockholders hereby agree that, except for the issuance of options or stock upon the exercise of options pursuant to a Company stock option plan (the "Stock Option Plan"), each future issuance of the Company's common stock (including the issuance of stock options (other than in accordance with the Stock Option Plan), warrants or convertible securities) (collectively, "Equity Securities") must be approved by the majority vote of the Company's Board of Directors. In the event that the Board of Directors elects to issue additional Equity Securities to a party other than RSL (each, a "Purchaser"), RSL shall have the right to purchase its pro rata share of such Equity Securities (i.e., the amount of Equity Securities owned by RSL prior to such issuance divided by the total amount of Equity Securities outstanding prior to such issuance, in each case determined without regard to any non-voting shares issued pursuant to the Company's Stock Option Plan). In the event RSL elects to exercise its right to purchase its pro rata share of the additional Equity Securities, then the Company shall sell such Equity Securities to RSL upon the same terms as the Equity Securities are proposed to be sold to the Purchaser except that the price per share of the Equity Securities to be sold to RSL shall be at a discount of 15% of the price per share of the Equity Securities to be sold to the Purchaser.
Issuances of Capital Stock. The Company will not issue any of its capital stock to any person or entity or grant any person or entity an option, warrant, convertible security or any other right or agreement to acquire any shares of its capital stock, without the prior written consent of CNCP.
Issuances of Capital Stock issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of Capital Stock or any securities convertible into, or subscriptions, rights, warrants or Options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities, other than pursuant to or in support of this Agreement;
