Sales or Issuances of Capital Stock Sample Clauses

Sales or Issuances of Capital Stock. The Parent Guarantors and the Borrower will not, and will not permit any of their respective Subsidiaries to, sell or issue any of their Capital Stock to any Person; provided that
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Sales or Issuances of Capital Stock. The Parent Guarantors and the Borrower will not, and will not permit any of their respective Subsidiaries to, sell or issue any of their Capital Stock to any Person; provided that (a) the Ultimate Parent may sell or issue (i) Permitted Parent Preferred Equity in accordance with Section 8.05(l) and (ii) other Capital Stock other than Disqualified Stock, in each case so long as the Net Issuance Proceeds therefrom are applied as may be required by Section 2.07, (b) any Subsidiary of the Borrower may sell or issue Capital Stock to the Borrower or a Wholly-Owned Subsidiary of the Borrower so long as relevant provisions of the Security Documents and Section 7.16 are complied with in full, (c) any Parent Guarantor may sell or issue Capital Stock to any Wholly-Owned Subsidiary of the Ultimate Parent so long as relevant provisions of the Security Documents and Section 7.16 are complied with in full, (d) Nexstar Finance Holdings or the New Holding Company may sell or issue Permitted Holdings Preferred Equity so long as the Net Issuance Proceeds therefrom are applied in accordance with Section 8.05(f), and (e) Nexstar Finance Holdings and the New Holding Company may sell or issue Permitted Permanent Holdings Preferred Equity, and/or the Borrower may sell or issue Permitted Borrower Preferred Equity, in each case as permitted by Section 8.05(k), so long as the Net Issuance Proceeds thereof are applied as may be required by Section 2.07.
Sample 1
Sales or Issuances of Capital Stock. The Borrowers will not, and ----------------------------------- will not permit any of their respective Subsidiaries to, sell or issue any of their Capital Stock to any Person; provided that any Subsidiary of a Borrower -------- may sell or issue Capital Stock to such Borrower or a Wholly-Owned Subsidiary of such Borrower so long as relevant provisions of the Security Documents are complied with in full.
Sample 1
Sales or Issuances of Capital Stock. The Parent Guarantors and the Borrower will not, and will not permit any of their respective Subsidiaries or any Nexstar Entity to, sell or issue any of their Capital Stock to any Person; provided that so long as there exists no Default before and after giving effect to any such issuance and the Borrower gives the Administrative Agent not less than 10 days notice of such issuance (or such lesser notice as agreed to by the Administrative Agent), the Ultimate Parent may sell or issue (a) preferred Capital Stock that is in each case (i) convertible into common stock only, (ii) not Disqualified Stock, (iii) not entitled to any cash payment of any kind under any circumstances prior to the payment in full of the Obligations and the Mission Obligations and termination of the Commitments and Mission Commitments and (iv) not treated for accounting purposes under any circumstances as a liability or Indebtedness (“Preferred Capital Stock”); such Preferred Capital Stock to be on other terms and conditions, and subject to documentation, in each case acceptable to the Administrative Agent, or (b) common Capital Stock (excluding Disqualified Stock), in each case so long as all Net Issuance Proceeds are immediately contributed to the Borrower as cash common equity on terms and conditions acceptable to the Administrative Agent and are immediately applied by the Borrower to (x) prepay the Loans at par in accordance with the terms of Section 7.16(a), (y) repurchase and extinguish Unsecured Notes in accordance with the terms of Section 7.16(b) and the other provisions of this Agreement and the other Loan Documents or (z) to repurchase and extinguish 2010 Senior Second Lien Secured Notes in accordance with the terms of Section 7.16(c) and the other provisions of this Agreement and the other Loan Documents.
Sample 1
Sales or Issuances of Capital Stock. The Borrower will not, and will not permit any of its Subsidiaries to, sell or issue any of their Capital Stock to any Person.
Sample 1
Sales or Issuances of Capital Stock. The Borrower will not, and will not permit any of its respective Subsidiaries to, sell or issue any of their Capital Stock to any Person; provided that (i) any Subsidiary of the Borrower may sell or issue Capital Stock to the Borrower or a Wholly-Owned Subsidiary of the Borrower so long as relevant provisions of the Security Documents and Section 7.16 are complied with in full and (ii) the Borrower or any Subsidiary of the Borrower may make Dispositions of Capital Stock of any Subsidiary of the Borrower permitted by Section 8.03(b).
Sample 1
Sales or Issuances of Capital Stock. The Parent Guarantors and the Borrower will not, and will not permit any of their respective Subsidiaries to, sell or issue any of their Capital Stock to any Person; provided that (a) the Ultimate Parent may sell or issue (i) Permitted Parent Preferred Equity in accordance with Section 8.05(l) and (ii) other Capital Stock other than Disqualified Stock, in each case so long as the Net Issuance Proceeds therefrom are applied as may be required by Section 2.07, (b) any Subsidiary of the Borrower may sell or issue Capital Stock to the Borrower or a Wholly-Owned Subsidiary of the Borrower so long as relevant provisions of the Security Documents and Section 7.16 are complied with in full, and (c) Nexstar Finance Holdings may sell or issue Permitted Permanent Holdings Preferred Equity, and/or the Borrower may sell or issue Permitted Borrower Preferred Equity, in each case as permitted by Section 8.05(k), so long as the Net Issuance Proceeds thereof are applied as may be required by Section 2.07."
Sample 1
AutoNDA by SimpleDocs

Related to Sales or Issuances of Capital Stock

  • 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 Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B 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 Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock 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.

  • 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.

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • 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.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Capitalization; Status of Capital Stock As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.

Time is Money Join Law Insider Premium to draft better contracts faster.