Reduction From Sale of Capital Stock and Debt Instruments. On the Business Day following the date of receipt by the Borrower of the net proceeds of any sale its Capital Stock or debt instruments or other securities (other than an amount not to exceed $2,000,000 in the aggregate from the sale of securities in connection with any employee stock option plan of the Borrower), the Existing Commitment shall automatically and permanently be reduced by an amount equal (i) 100% of such net proceeds to the extent the Leverage Ratio is greater than or equal to 4.0: 1; or (ii) 50% of such net proceeds to the extent the Leverage Ratio is less than 4.0: 1; provided, however, the provisions of this Section 2.5(d) shall not apply to equity contributions by the Parent or American Radio Systems which are made with the proceeds to Indebtedness for Money Borrowed issued in accordance with Section 8.1(p) hereof and which do not exceed $50,000,000 in the aggregate. Reductions to the Existing Commitment under this Section shall be applied to the reductions set forth in Section 2.5(a) hereof in inverse order of the reductions set forth therein.

Reduction From Sale of Capital Stock and Debt Instruments. On the Business Day following the date of receipt by the Borrower of the net proceeds of any sale its Capital Stock or debt instruments or other securities (other than an amount not to exceed $2,000,000 in the aggregate from the sale of securities in connection with any employee stock option plan of the Borrower), the Commitment shall automatically and permanently be reduced by an amount equal (i) 100% of such net proceeds to the extent the Leverage Ratio is greater than or equal to 4.0:1; or (ii) 50% of such net proceeds to the extent the Leverage Ratio is less than 4.0:1; provided, however, the provisions of this Section 2.5(d) shall not apply to equity contributions by the Parent or American Radio Systems. Reductions to the Commitment under this Section shall be applied to the reductions set forth in Section 2.5(a) hereof in inverse order of the reductions set forth therein.

Reduction From Sale of Capital Stock and Debt Instruments. The Revolving Loan Commitment shall be automatically and permanently reduced by an amount equal to the repayment of Revolving Loans required under Section 2.7(b)(v) hereof; provided, however, that if there is no Term Loan A or Term Loan B then outstanding, then the Revolving Loan Commitment shall be reduced by an amount equal to the Net Proceeds (Capital Sales), regardless of any repayment of the Revolving Loans. Reductions to the Revolving Loan Commitment under this Section 2.5(d) shall be applied to the reductions set forth in Section 2.5(a) hereof pro rata across the reductions set forth therein.

Reduction From Sale of Capital Stock and Debt Instruments. The Facility B Commitment shall be automatically and permanently reduced by an amount equal to the repayment of Facility B Loans required under Section 2.7(b)(v) hereof.

Reduction From Sale of Capital Stock and Debt Instruments. The Facility A Commitment shall be automatically and permanently reduced by an amount equal to the repayment of Facility A Loans required under Section 2.7(f) hereof; provided, however, that if there are no Facility A Loans then outstanding, the Facility A Commitment shall be reduced regardless of any repayment of the Facility A Loans by the amounts which would otherwise be payable on the Facility A Loans. Reductions to the Facility A Commitment under this Section shall be applied to the reductions set forth in Section 2.5(b)(i) hereof on a pro rata basis for all remaining reductions.

Reduction From Sale of Capital Stock and Debt Instruments. On the --------------------------------------------------------- Business Day following the date of receipt by the Parent, any Borrower or any Restricted Subsidiary of any Capital Raise Proceeds, the Revolving Loan Commitments (and prior to December 31, 2000, if the full amount of the Term Loan A Commitments has not been cancelled or borrowed, the Term Loan A Commitments and, if applicable, the Incremental Facility Commitments) shall be automatically and permanently reduced by an amount equal to the repayment of Revolving Loans (and, if applicable, Term Loan A Loans and/or the Incremental Facility Loans) required under Section 2.7(b)(v) hereof; provided, however, that if there are no -------- ------- Loans then outstanding, or if the Capital Raise Proceeds exceeds the Loans then outstanding, the Revolving Loan Commitments (and, if applicable, the Term Loan A Commitments and/or the Incremental Facility Commitments) shall be reduced on a pro rata basis by an amount equal to the Capital Raise Proceeds, or the excess of the Capital Raise Proceeds over the Loans (which reduction shall be in addition to the reduction set forth in the first part of this Section 2.5(d)), as applicable, regardless of any repayment of the Revolving Loans (or, if applicable, the Term Loan A Loans and/or Incremental Facility Loans). Reductions under this Section 2.5(d) to the Revolving Loan Commitments shall be applied to the reductions set forth in Section 2.5(a) hereof (and, if applicable, to the Incremental Facility Commitments shall be applied to the reductions set forth in the Notice of Incremental Facility Commitments) in inverse order of the reductions set forth therein.

Related to Reduction From Sale of Capital Stock and Debt Instruments

Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.
Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.
Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of capital stock of Merger Sub or the Company:
Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.
Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.
Indebtedness, Disqualified Stock (a) Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted Indebtedness, or (b) issue Disqualified Stock.
Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.
Interest on and Return of Capital Contributions No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.
Limitations on Return of Capital Contributions Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

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