Priority of Securities Sample Clauses

Priority of Securities. Registered Pursuant to Demand ---------------------------------------------------- Registrations. If the managing underwriter or underwriters of a proposed ------------- offering of Registrable Securities included in a Demand Registration inform the Holders of such Registrable Securities and the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration (including securities of the Company for its own account or for the account of other Persons which are not Holders) exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company will include in such registration all of the Registrable Securities sought to be registered therein by the Holders and only such lesser number of other securities requested to be included for the account of the Company or for the account of other Persons which are not Holders as shall not, in the opinion of the managing underwriter or underwriters, be likely to have such an effect. In the event that, despite the reduction of the number of securities to be offered for the account of the Company or for the account of Persons which are not Holders in such registration pursuant to the immediately preceding sentence, the number of Registrable Securities to be included in such registration exceeds the number which, in the opinion of the managing underwriter or underwriters, can be sold without having the adverse effect referred to above, the number of Registrable Securities that can be included without having such an adverse effect shall be allocated pro rata among the --- ---- Holders which have requested participation in the Demand Registration (based, for each such Holder, on the percentage (such Holder's "Allocation Percentage") --------------------- derived by dividing (i) the number of Registrable Securities which such Holder has requested to include in such Demand Registration by (ii) the aggregate number of Registrable Securities which all such Holders have requested to include).
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Priority of Securities. Section 12.1. Parity With All Unsecured Indebtedness...................... 41 Section 12.2. Payment Over of Proceeds Upon Dissolution, Etc.............. 41 Section 12.3. Reliance on Judicial Order or Certificate of Liquidating 42 Agent....................................................... iii 6 INDENTURE, dated as of , 2000, between KIEWIT MATERIALS COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), having its principal office at Kiewxx Xxxxx, Xxxxx, Xxxxxxxx 00000, xxd UMB BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, having its Corporate Trust Office at 2401 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000, xx Trustee. RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
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Priority of Securities. Subject to clause 4.3, the parties agree that the order of priority of the Financiers Securities and the State Securities is, at any time:
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Priority of Securities on and from the date on which it is entered into as required by the terms of this Agreement, each Security granted by it in a Security Document has the priority it is intended to have;
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Priority of Securities. SECTION 0000.Xxxxx With All Unsecured Indebtedness 43 SECTION 1302.Payment Over of Proceeds Upon Dissolution, Etc. 44 SECTION 0000.Xxxxxxxx on Judicial Order or Certification Of Liquidating Agent 44 TESTIMONIUM 45 SIGNATURES AND SEALS 45 ACKNOWLEDGMENTS 45 INDENTURE, dated as of July 1, 1986, between XXXXX XXXXXX SONS', INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000, and FIRSTIER BANK N.A. OMAHA, a national banking association duly organized and existing under the laws of the United States of America, having its Corporate Trust Office at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000, as Trustee (herein called the "Trustee").
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Priority of Securities. Notwithstanding anything to the contrary in this Agreement, all payments of cash by the Company and all deliveries of Common Stock or other securities of the Company in satisfaction of or in respect of the securities of the Company or the Parent that are being repaid, satisfied, exchanged or surrendered in connection with the IPO or pursuant to this Agreement, including, without limitation, the Senior Notes, the Senior Subordinated Notes, the Preferred Stock, the Common Stock Warrants, the Preferred Stock Warrants and the Merger Warrants (all such securities, collectively, the “Existing Securities”) shall be made in accordance with the relative rankings, preferences and priorities of such Existing Securities and in no event shall the holders of Common Stock immediately prior to the consummation of the IPO and the transactions contemplated by this Agreement own, immediately after the consummation of the IPO and the transactions contemplated by this Agreement, less than 0.1% of the outstanding Common Stock.
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Priority of Securities. Section 12.1. Parity With All Unsecured Indebtedness...................... 40 Section 12.2. Payment Over of Proceeds Upon Dissolution, Etc.............. 40 Section 12.3. Reliance on Judicial Order or Certificate of Liquidating 41 Agent.......................................................
Sample 1
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Priority of Securities. (a) Notwithstanding anything to the contrary in this Agreement, if the managing underwriters of a registered offering of Registrable Securities deliver a written opinion to the Company that the number of securities requested to be included in any such registered offering of Registrable Securities pursuant to this Article I exceeds the number that can be sold without materially adversely affecting the marketability of such offering (including a material adverse effect on the per security offering price) (a “Cutback Event”), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without causing a Cutback Event, which securities will be so included in the following order of priority:
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Related to Priority of Securities

  • Priority of Security Interests Notwithstanding (i) the time, order, manner or method of creation, attachment or perfection of the respective Security Interests and/or Liens granted to any Secured Party in or on any or all of the property or assets of the Grantors, (ii) the time or manner of the filing of the financing statements reflecting such Security Interests, (iii) whether any Secured Party or any bailee or agent thereof holds possession of any or all of the property or assets of the Grantors, (iv) the dating, execution or delivery of any agreement, document or instrument granting any Secured Party Security Interests and/or Liens in or on any or all of the property or assets of the Grantors and (v) any provision of the UCC or any other applicable law to the contrary, (y) any and all Security Interests, Liens, rights and interests of the Senior Indenture Trustee and/or holders of Senior Notes, whether now or hereafter arising and howsoever existing, in or on any or all of the Collateral, shall be and hereby are subordinated to any and all Security Interests, Liens, rights and interests of the Administrative Agent in and to the Collateral, and (z) any and all Security Interests, Liens, rights and interests of the Junior Indenture Trustee and/or holders of Junior Notes, whether now or hereafter arising and howsoever existing, in or on any or all of the Collateral, shall be and hereby are subordinated to any and all Security Interests, Liens, rights and interests of the Administrative Agent and the Senior Indenture Trustee and/or holders of Senior Notes in and to the Collateral. For purposes of the foregoing allocation of priorities, any claim of a right of setoff shall be treated in all respects as a Security Interest, and no claimed right of setoff shall be asserted to defeat or diminish the rights or priorities provided for herein.

  • Priority of Security Interest Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

  • Validity of Securities All Securities delivered upon the exercise of the Warrant will be duly and validly issued in accordance with their terms, and the Company will pay all documentary and transfer taxes, if any, in respect of the original issuance thereof upon exercise of the Warrant.

  • Payment of Securities 30 SECTION 4.02.

  • SUBORDINATION OF SECURITIES SECTION 13.1. Securities Subordinate to Senior Indebtedness..................68 SECTION 13.2. No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon Dissolution, Etc.........................69 SECTION 13.3. Payment Permitted If No Default................................70 SECTION 13.4. Subrogation to Rights of Holders of Senior Indebtedness........70 SECTION 13.5. Provisions Solely to Define Relative Rights....................71 SECTION 13.6.

  • 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.

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

  • Acceleration of Securities If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

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