PREPAYMENT FROM ISSUANCE OF SECURITIES Sample Clauses

PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon -------------------------------------- the receipt by any Loan Party of the proceeds of the issuance of equity securities (other than (i) proceeds of the issuance of equity securities received on or before the Closing Date, (ii) proceeds from the issuance of equity securities to members of the management of any Loan Party, (iii) proceeds of the issuance of equity securities to any Borrower or any Subsidiary of any Borrower, or (iv) proceeds of the issuance of equity securities arising as a result of the exercise of any warrants or options to purchase capital stock of Avalon outstanding as of the Closing Date), Borrowers shall prepay the Loans in an amount equal to such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith. The payments shall be applied in accordance with Section 3.3.3. -------------
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of the issuance of equity securities (other than (1) proceeds of the issuance of equity securities received on the Restatement Effective Date, (2) proceeds from the issuance of equity securities to members of the management of Borrower and per option and other employee plans (not to exceed ten percent (10%) of the capital stock of Borrower), (3) proceeds of the issuance of equity securities to Borrower or any Subsidiary of Borrower permitted by Section 3.3 hereof, and (4) non-cash proceeds with a value not to exceed $500,000 in the aggregate from the issuance of warrants to purchase equity securities), Borrower shall prepay the Loans in an amount equal to such proceeds net of underwriting discounts and commissions and other reasonable costs associated therewith. The payments shall be applied in accordance with subsection 1.5(E).
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the receipt by Holdings, Borrower or any of its Subsidiaries of the proceeds of the issuance of equity securities (other than (1) proceeds of the issuance of equity securities received on or before the Second Amendment and Restatement Date, (2) proceeds from the issuance of equity securities to members of the management of Holdings, Borrower or any of their Subsidiaries, (3) proceeds of the issuance of equity securities to Borrower or any Subsidiary, (4) proceeds in an amount not to exceed $15,000,000 in the aggregate from the issuance of common stock or Qualified Preferred Stock in Holdings pursuant to a sale that is exempt from the registration requirements of the Securities Act of 1933, as amended, as a private placement and is not registered, provided such proceeds are invested in Borrower or any Subsidiary of Borrower, and (5) subject to the limitations of subsection 6.1(T), proceeds from the issuance of common stock or Qualified Preferred Stock in Holdings in connection with a Permitted Acquisition), Borrower shall prepay the Loans in an amount equal to such proceeds, net of underwriting discounts and commissions, taxes, costs and expenses associated with the Management Agreement and other reasonable costs associated therewith. The payments shall be applied in accordance with subsection 1.5(F).
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the receipt by Holdings, Borrowers or any of their Subsidiaries of the cash proceeds of the issuance of equity securities (other than (1) proceeds of the issuance of equity securities received on or before the Closing Date, (2) proceeds from the issuance of equity securities to members of the management, directors, officers or employees of, or consultants to, any Loan Party, (3) proceeds of the issuance of equity securities to any Loan Party and (4) proceeds of the issuance of equity securities which shall be used to finance the purchase of any Permitted Acquisition permitted under subsection 3.6(B)), ----------------- Borrowers shall prepay the Loans in an amount equal to such proceeds, net of underwriting discounts and commissions and other costs associated therewith. The payments shall be applied in accordance with subsection 1.5(E). -----------------
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the -------------------------------------- receipt by Parent or any of its Subsidiaries of the proceeds of the issuance of equity securities (other than (1) proceeds of the issuance of equity securities received on or before the Closing Date, (2) proceeds from the issuance of equity securities to members of the management of Parent and (3) proceeds of the issuance of equity securities to Parent or any Subsidiary of Parent), Borrowers shall prepay the Loans in an amount equal to such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith. The payments shall be applied in accordance with subsection 1.5(E).
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the receipt by any Borrower or any Subsidiary of any Borrower of the proceeds of the issuance of equity securities (other than (1) proceeds of the issuance of equity securities received on or before the Effective Date, (2) proceeds from the issuance of equity securities to members of the management of any Borrower and (3) proceeds of the issuance of equity securities to any Borrower or any Subsidiary of any Borrower), Borrowers shall prepay the Loans in an amount equal to such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith. The payments shall be applied in accordance with subsection 2.4(B)(4).
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of the issuance of equity securities (other than (1) proceeds of the issuance of equity securities received on or before the Closing Date, (2) proceeds from the issuance of equity securities to members of the management of Borrower and per option and other employee plans (not to exceed ten percent (10%) of the membership interests of Borrower) and (3) proceeds of the issuance of equity securities to Borrower or any Subsidiary of Borrower permitted by Section 3.3 hereof), Borrower shall prepay the Term Loan in an amount equal to such proceeds net of underwriting discounts and commissions and other reasonable costs associated therewith, provided that before August 30, 2002, the Borrower may use the net proceeds from the initial issuance of its equity securities which are registered pursuant to the Securities Act of 1933, to prepay in the aggregate up to $35,000,000 of the Subordinated Notes if (x) such prepayment occurs within 120 days of the issuance of such securities (y) no Default or Event of Default has occurred and its continuing, and (z) no Default or Event of Default will occur as a result of the making of such prepayment. Notwithstanding the foregoing no such prepayment shall be required if the proceeds of such issuance are used simultaneously to effect a Permitted Acquisition. The payments shall be applied in accordance with subsection 1.5(E).
Sample 1
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PREPAYMENT FROM ISSUANCE OF SECURITIES. Without duplication of Section 1.5(B) above, immediately upon the receipt by any Loan Party of the proceeds of the issuance of equity securities or options, warrants or other rights to purchase equity securities (other than (1) proceeds of the issuance of equity securities of Holdings or Borrower received on or before the Original Closing Date, (2) proceeds of the issuance of equity securities of Holdings (or options, warrants or other rights to purchase such equity securities) to members of the management of the Loan Parties, (3) proceeds of the issuance of equity securities by any Subsidiary of Borrower to Borrower, (4) the cancellation of Indebtedness under the Eagle Rock Notes in exchange for equity securities of Holdings, (5) proceeds of the issuance of equity securities of Holdings to the BRS Investors so long as, before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (6) proceeds of the issuance on the First Amendment Date of preferred stock of Holdings to BRS in exchange for $7,000,000 in principal amount of the Original Subordinated Debt in accordance with the terms of the applicable Supplemental Related Transaction Documents), Borrower shall prepay the Loans in an amount equal to such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith. The payments shall be applied in accordance with SUBSECTION 1.5(D).
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Related to PREPAYMENT FROM ISSUANCE OF SECURITIES

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Additional Issuance of Securities So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written consent of the Required Holders, issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes or the Warrants. The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the Applicable Date (provided that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that (1) such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein, (2) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 20% of the Common Stock issued and outstanding immediately following the Spin-Off (as defined in the Note) and (3) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the Conversion Shares; provided, that the terms of the Notes are not amended, modified or changed on or after the date hereof, (iv) the Warrant Shares; provided, that the terms of the Warrants are not amended, modified or changed on or after the date hereof, (v) any Common Stock issued or issuable by the Company on or prior to the Closing in a Permitted Subsequent Placement (as defined in the Warrants); provided, that the terms of the Permitted Subsequent Placement are not amended, modified or changed on or after the date hereof, (vi) shares of Common Stock issued pursuant to acquisitions or strategic transactions, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, (1) but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (2) all such issuances after the date hereof pursuant to this clause (vi) do not, in the aggregate, exceed more than 10% of the Common Stock issued and outstanding immediately following the Spin-Off (as defined in the Notes) and (vii) as set forth in Schedule 4(k), provided that such securities set forth in Schedule 4(k)(i) are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period set forth herein (each of the foregoing in clauses (i) through (vii), collectively the “Excluded Securities”). “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.

  • Reissuance of Securities The Company agrees to reissue certificates representing the Securities without the legends set forth in Section 5.8 above at such time as: (a) the holder thereof is permitted to dispose of such Securities pursuant to Rule 144(k) under the Securities Act; or (b) upon resale subject to an effective registration statement after such Securities are registered under the Securities Act. The Company agrees to cooperate with the Purchaser in connection with all resales pursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such resales provided the Company and its counsel receive reasonably requested representations from the selling Purchaser and broker, if any.

  • Pricing of Securities A. For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Trustees and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities. If the Trust desires to provide a price that varies from the price provided by the pricing source, the Trust shall promptly notify and supply USBFS with the price of any such security on each valuation date. All pricing changes made by the Trust will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective. B. In the event that the Trust at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best. No evaluation method, including those used by USBFS and its suppliers, may consistently generate approximations that correspond to actual “traded” prices of the securities; (ii) methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, the Trust acknowledges that there may be errors or defects in the software, databases, or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) the Trust assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of using Data containing evaluations, regardless of any efforts made by USBFS and its suppliers in this respect.

  • Repayment of Securities Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest (if any) thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that, with respect to such Securities, on or before the Repayment Date it will deposit with a Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest (if any) on, all the Securities or portions thereof, as the case may be, to be repaid on such date.

  • Additional Issuances of Securities (i) For purposes of this Section 4(o), the following definitions shall apply.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

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