Qualified Equity Offering Sample Clauses
A Qualified Equity Offering clause defines the conditions under which a company’s issuance of new equity securities meets certain pre-agreed standards, typically in terms of minimum amount raised or the type of securities issued. This clause often specifies that only offerings meeting these criteria will trigger particular rights or obligations, such as the conversion of convertible notes or the adjustment of warrants. Its core practical function is to ensure that significant equity financings, rather than minor or non-standard issuances, activate key contractual provisions, thereby protecting the interests of investors and providing clarity on when specific terms apply.
Qualified Equity Offering. The Company and the Investor agree, for the avoidance of doubt, that none of the transactions contemplated by this Agreement (including, without limitation, the issuance of the Debentures) shall be deemed a Qualified Equity Offering under the Securities Purchase Agreement or the Warrant.
Qualified Equity Offering. The Company and the Investor hereby agree that this Purchase shall not be deemed a Qualified Equity Offering (i) under the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of October 26, 2008 (the “Original Purchase Agreement”), as amended from time to time, between the Company and the Investor, including all annexes and schedules thereto or any of the documents related thereto, including the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series Q, the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series N or the Warrant (as defined in the Original Purchase Agreement) or (ii) in respect of any other securities issued by the Company under the Troubled Asset Relief Program.
Qualified Equity Offering. (a) Within two (2) Business Days of the Manager’s receipt of Qualified Equity Offering Proceeds following the completion of a Qualified Equity Offering, the Manager shall deposit 75% of any Qualified Equity Offering Proceeds into the Collection Account, until an aggregate amount equal to $75,000,000 has been deposited thereto, for further distribution as set forth below. Such requirement shall be memorialized under the Contingent Value Rights Agreement, dated as of the Closing Date (the “Contingent Value Rights Agreement”), between the Manager and the Issuer. For the avoidance of doubt, any funds deposited into the Collection Account pursuant to the Contingent Value Rights Agreement shall be treated as Qualified Equity Offering Proceeds, for further distributed as set forth below.
(b) Following the completion of a Qualified Equity Offering, the Issuer shall apply the Qualified Equity Offering Proceeds deposited into the Collection Account to prepay the Outstanding Principal Amount of the Notes on the related Additional Payment Date plus the accrued interest on the Outstanding Principal Amount to be prepaid on such Additional Payment Date. The Issuer (or the Manager on its behalf) (i) will provide prior written notice to the Trustee, the Back-Up Manager and such other parties as required pursuant to the applicable Series Supplement of the making of such prepayment in accordance with the applicable Series Supplement, (ii) will deposit the amount of such prepayment in the relevant Principal Payment Account and Interest Payment Account and (iii) shall instruct the Trustee pursuant to the Monthly Manager’s Certificate or the Quarterly Noteholders’ Report, as applicable, to withdraw on the related Additional Payment Date the funds so deposited in the relevant Principal Payment Account and Interest Payment Account, to be paid for the benefit of the Holders of each Class of Notes and, in accordance with Section 6.1 of this Indenture, remit such funds to the relevant Noteholders, sequentially in accordance with the Outstanding Principal Amount of such Class of Notes due to each Noteholder.
(c) A Cash Flow Sweeping Event, as further described under “Cash Flow Sweeping Percentage”, shall occur if (i) $25,000,000 of aggregate Qualified Equity Offering Proceeds are not used to prepay the Outstanding Principal Amount of the Notes on or prior to any Level I QEO Quarterly Payment Date or (ii) $75,000,000, inclusive of any amounts prepaid in accordance with the foregoing c...
Qualified Equity Offering. (i) Subject to Section 4.2 of this Agreement, if, during the Designation Period, Parent at any time or from time to time makes a Qualified Equity Offering, the Stockholder shall be afforded the opportunity to acquire from Parent, for the same price and on the same terms as the New Equity Interests are proposed to be offered to others, up to the amount of New Equity Interests required to enable it to maintain its Stockholder Percentage determined immediately prior to the completion of the Qualified Equity Offering; provided that, in the event of a Qualified Equity Offering by Parent of New Equity Interests that are non-voting at the time of issuance, including, without limitation, convertible debt securities (“New Non-Voting Securities”) the Stockholder shall be afforded the opportunity to acquire from Parent, for the same price and on the same terms as such New Equity Interests are proposed to be offered to others, a percentage of the New Non-Voting Securities being offered in an amount equal to its Economic Interest Percentage.
(ii) With respect to any Qualified Equity Offering of New Equity Interests being offered for consideration other than cash, the price to the Stockholder will be calculated as a cash amount equal to the effective price, as reasonably translated into cash by Parent in good faith, of the New Equity Interests paid by the other investors for such securities (the “Effective Price”). In determining the cash-equivalent price, Parent will consider all factors that it deems to be relevant, including, without limitation, to the extent applicable, the market values of each of the New Equity Interests and the non-cash assets or securities being exchanged for the New Equity Interests (the “Exchanged Assets”), it being understood that the determination in each case will involve Parent’s reasoned judgment about the trading ranges of each of the Exchanged Assets and the New Equity Interests as well as other comparable assets and/or securities of Parent or other issuers that Parent deems to be reasonably comparable in whole or in part, as well as other factors customarily used to determine market values. Parent shall include the applicable Effective Price in any Term Sheet (as defined below) provided to the Stockholder pursuant to Section 7(c) or 7(d) below with respect to such Qualified Equity Offering, and shall deliver together with the Term Sheet the underlying documentation (“Supporting Work Papers”) showing the calculations that support its de...
Qualified Equity Offering. The Company and the Investor hereby agree that this Purchase shall not be deemed a Qualified Equity Offering (i) under the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of October 26, 2008 (the “Original Purchase Agreement”), as amended from time to time, between the Company and the Investor, including all annexes and schedules thereto or any of the documents related thereto, including the Certificate of Designations of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series H or the Warrant (as defined in the Original Purchase Agreement) or (ii) in respect of any other securities issued by the Company under the Troubled Asset Relief Program.
Qualified Equity Offering. 23 "Quebec Mortgage and Security Agreement"................................................... 23 "Redemption Date".......................................................................... 23 "Redemption Price"......................................................................... 23 "Refinancing".............................................................................. 23 "Refinancing Indebtedness"................................................................. 23 "Regular Record Date"...................................................................... 23 "Related Business"......................................................................... 23 "Release".................................................................................. 24 "Restoration".............................................................................. 24 "Restricted Payment"....................................................................... 24 "S&P"...................................................................................... 24 "Safety and Health Laws"................................................................... 24 "Sale and Leaseback Transaction"........................................................... 24 "Securities"............................................................................... 24 "Securities Act"........................................................................... 24 "Security Documents"....................................................................... 24 "Security Register"........................................................................ 24 "Security Registrar"....................................................................... 24 "Senior Indebtedness"...................................................................... 24 "Special Record Date"...................................................................... 24 "Stated Maturity".......................................................................... 24 "Stock Pledge Agreement"................................................................... 25 "Subordinated Indebtedness"................................................................ 25 "Subordinated Obligations"................................................................. 25 "Subsidiary"............................................................................... 25 "Taxes".................................................................................... 26 "Term Loan Agreement".........
Qualified Equity Offering. PNC Bank shall have consented to the terms and conditions of any Qualified Equity Offering in connection with or following Parent’s consummation thereof and shall not have revoked such consent.
Qualified Equity Offering. Upon the consummation of an equity ------------------------- offering by the Company which results in gross proceeds of $25,000,000 or more (inclusive of the aggregate outstanding amounts under the Notes converted hereunder) on or prior to the first anniversary of the Initial Closing Date (a "Qualified Equity Offering"), all of the aggregate principal amount of Notes -------------------------- then outstanding plus accrued and unpaid interest thereon, without any action on the part of the Company or any Holder, shall be deemed automatically converted into the number of fully paid and nonassessable shares of Common Stock which is obtained by dividing (x) the aggregate principal amount of outstanding Notes (plus accrued but unpaid interest thereon through the date of the consummation of the Qualified Equity Offering) by (y) the subscription in price to investors in such Qualified Equity Offering. Upon conversion, the Company will not issue fractional shares in respect of its Common Stock, but shall distribute cash in lieu of any such fractional shares.