Qualified Equity Offering Sample Clauses

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.
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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...
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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...
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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.
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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.
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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.
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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.
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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".........
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Related to Qualified Equity Offering

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Optional Redemption upon Equity Offerings At any time, or from time to time, prior to June 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Indebtedness; Certain Equity Securities (a) Holdings and the Parent Borrower will not, and will not permit any Restricted Subsidiary or Intermediate Parent to, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness of Holdings, the Borrowers and any of the other Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to Section 2.21); (ii) Indebtedness (A) outstanding on the Restatement Effective Date and listed on Schedule 6.01 and any Permitted Refinancing thereof and (B) intercompany Indebtedness outstanding on the Restatement Effective Date and listed on Schedule 6.01; (iii) Guarantees by Holdings, any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that such Guarantee is otherwise permitted by Section 6.04; provided further that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement and (B) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness of the Parent Borrower owing to any Restricted Subsidiary or of any Restricted Subsidiary owing to any other Restricted Subsidiary or the Parent Borrower, Holdings or any Intermediate Parent to the extent permitted by Section 6.04; provided that all such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Loan Document Obligations (to the extent any such Indebtedness is outstanding at any time after the date that is 30 days after the Effective Date or such later date as the Administrative Agent may reasonably agree) (but only to the extent permitted by applicable law and not giving rise to material adverse Tax consequences) on terms (i) at least as favorable to the Lenders as those set forth in the form of intercompany note attached as Exhibit J or (ii) otherwise reasonably satisfactory to the Administrative Agent; (v) [Intentionally Omitted]; (vi) Indebtedness in respect of Swap Agreements permitted by Section 6.07; (vii) [Intentionally Omitted]; (viii) [Intentionally Omitted.] (ix) Indebtedness representing deferred compensation to employees of Holdings, any Intermediate Parent, the Parent Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (x) [Intentionally Omitted]; (xi) [Intentionally Omitted]; (xii) [Intentionally Omitted]; (xiii) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case, in connection with deposit accounts; (xiv) Indebtedness of the Parent Borrower and its Restricted Subsidiaries; provided that at the time of the incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Indebtedness outstanding in reliance on this clause (xiv) shall not exceed $5,000,000; (xv) Indebtedness consisting of (A) the financing of insurance premiums or (B) take or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; (xvi) Indebtedness incurred by the Parent Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims; (xvii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (xviii) [Intentionally Omitted]; (xix) [Intentionally Omitted]; (xx) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (xxi) Permitted Unsecured Refinancing Debt, and any Permitted Refinancing thereof; (xxii) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, and any Permitted Refinancing thereof, (xxiii) Indebtedness arising from a Permitted Receivables Factoring transaction in effect as of the Restatement Effective Date (and, subject to the definition of “Permitted Receivables Factoring”, any modification, refinancing, refunding, renewal or extension thereof); (xxiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxii) above; and (xxv) the accrual of up to $1,000,000 in any calendar year in respect of management and monitoring fees owed and payable to the Investors (or management companies of the Investors) pursuant to the Investor Management Agreement and any Investor Termination Fees, in each case, prohibited under Section 6.09 to be paid for any period on or after June, 2016. (b) Holdings and each Intermediate Parent will not create, incur, assume or permit to exist any Indebtedness except Indebtedness created under Sections 6.01(a)(i), (iii), (iv), (vi), (ix) and (xiii), and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses. (c) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, issue any preferred Equity Interests or any Disqualified Equity Interests, except (A) in the case of Holdings, preferred Equity Interests that are Qualified Equity Interests and (B) in the case of the Parent Borrower or any Restricted Subsidiary or Intermediate Parent, preferred Equity Interests issued to and held by Holdings, the Parent Borrower or any Restricted Subsidiary.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Liquidity Event If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at its option, either (i) receive a cash payment equal to the Purchase Amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. (i) holders of shares of any series of Preferred Stock issued before the date of this instrument (“Senior Preferred Holders”) and (ii) the Investor and holders of other Safes (collectively, the “ Cash-Out Investors”) in full, then all of the Company’s available funds will be distributed (i) first to the Senior Preferred Holders and (ii) second with equal priority and pro rata among the Cash-Out Investors in proportion to their Purchase Amounts, and the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata, the Purchase Amounts payable to the Cash-Out Investors by the amount determined by the Board in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Cash-Out Investors will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Qualified IPO (a) As soon as practicable, but in any event within thirty (30) days after the Closing, the Company shall cause the Board to create a special committee which shall include an equal number of MCK Directors and Echo Directors (the “IPO Committee”) which shall oversee the conduct and consummation of a Qualified IPO. As promptly as practicable after its formation, but in no event later than six (6) months after Closing, the IPO Committee shall appoint one or more nationally recognized investment banks to act as underwriters of the Qualified IPO. The engagement of the underwriters shall be on financial and other terms customary in the industry, and all fees and expenses shall be borne by the Company (other than underwriting discounts and commissions which shall be payable by Echo). The Company agrees and acknowledges that it will be the indemnitor of first resort with respect to the Qualified IPO. (b) In connection with the conduct and consummation of a Qualified IPO, the Company and each of the Initial Members shall cooperate in good faith and use their reasonable best efforts to consummate the Qualified IPO as promptly as practicable, but in no event later than eighteen (18) months from the Closing (“QIPO Deadline”), provided, that the QIPO Deadline may be extended by the IPO Committee based on the advice of the underwriters that prevailing market and/or industry conditions do not support the conduct and consummation of a Qualified IPO and the Company and the Members shall use reasonable best efforts to consummate a Qualified IPO once such conditions are no longer in effect, but not longer than the Initial Period. In furtherance of the QIPO Deadline (and unless extended pursuant to the preceding sentence), Echo shall make an initial filing of a registration statement on Form S-1 relating to the Qualified IPO (the “Registration Statement”) on or prior to twelve (12) months from Closing and thereafter use its reasonable best efforts to prepare and file amendments to the Registration Statement that are reasonably required to (i) appropriately respond to comments received from the SEC relating to such Registration Statement and (ii) otherwise keep the Registration Statement current (including with respect to the financial statements and other financial and other information required by the rules and regulations of the SEC to be included therein). Echo and each of the parties agree they will reasonably consult, and keep each other reasonably informed, and that each party will have the right to participate in the drafting and preparation of any Registration Statement and any amendments thereto, including responses to any comments received from the SEC. Subject to Section 10.01(c), each of the MCK Members and Echo shall have the right to participate equally in the preparation of the Registration Statement and any amendments thereto and otherwise to participate equally in the Qualified IPO process. (c) If a Qualified IPO has not been consummated within twenty four (24) months following the Closing (such 24-month period, the “Initial Period”), then, notwithstanding any other provision to the contrary set forth herein, each of the MCK Members and Echo shall have the right to cause Echo, the Company and the other Members to conduct and consummate a Qualified IPO within the IPO Preference Period, and thereafter the MCK Members shall have the right to conduct a Qualified MCK Exit within the MCK Exit Window following such Qualified IPO. Following the IPO Preference Period, each of the MCK Members and Echo shall have the right to cause the Company and the other Members to conduct and consummate a Qualified IPO; provided, that if a Member has delivered an Initial Offer Notice for a ROFO Sale that constitutes a Drag-Along Sale, then neither the Company nor Echo shall conduct a Qualified IPO from the date of delivery of the Initial Offer Notice through the Marketing Period relating to such Drag-Along Sale without the consent of the Drag-Along Sellers. In order to exercise the right to cause or conduct a Qualified IPO pursuant to this Section 10.01(c), the MCK Member or Echo, as the case may be (in either case, the “IPO Demanding Party”), shall be entitled, in its sole discretion, to deliver a written notice to the Company and to the other Initial Members (an “IPO Demand”) notifying the Company and the other Initial Members of the IPO Demanding Party’s exercise of an IPO Demand. Upon receipt of such IPO Demand (which, in the case of a Qualified IPO to be consummated during the IPO Preference Period, shall be delivered no later than on the date that is ten (10) Business Days following the expiration of the Initial Period), the Company and Echo shall effect a Qualified IPO as soon as practicable, but in any event within six (6) months after receipt of such IPO Demand (and in the case of a Qualified IPO to be consummated during the IPO Preference Period, prior to the expiration of such period). Upon receipt of an IPO Demand, the IPO Committee and each of the Initial Members and the Company shall cooperate with each other in the conduct and consummation of such Qualified IPO, including providing access to the documents, records and senior management of the Company, procuring the participation of senior management in investor road-shows and similar marketing efforts, and executing and delivering any documents reasonably requested by the IPO Committee or any underwriter to the Qualified IPO. Notwithstanding anything to the contrary contained herein, in the event of an IPO Demand, the Company shall cause the Board to appoint to the IPO Committee one additional Director designated by the IPO Demanding Party.