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 (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
Sample 1See All (5)
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Sales or Issuances of Capital Stock. The Borrower will not, and will not permit any of its Subsidiaries or any Mission Entity to, sell or issue any of their Capital Stock to any Person.
Sample 1See All (4)
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 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 6.16 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 7.03(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 Capital Stock (excluding Disqualified Stock) so long as (i) the Net Issuance Proceeds, minus permitted Restricted Payments therefrom in accordance with the terms of Section 7.10 (if any) are applied as may be required by Section 2.06 and (ii) all remaining Net Issuance Proceeds are contributed to the Borrower as cash common equity on terms and conditions acceptable to the Administrative Agent, (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 6.16 are complied with in full, and (c) so long as no Default exists after giving effect to any such transaction, the Ultimate Parent may sell or issue the Permitted Parent Preferred Equity; provided that upon the earlier of six months after such sale or issuance of such Permitted Parent Preferred Equity or the occurrence of an Event of Default, the Net Issuance Proceeds from such sale or issuance of such Permitted Parent Preferred Equity are contributed to the Borrower as cash common equity on terms and conditions acceptable to the Administrative Agent.
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 Capital Stock (excluding Disqualified Stock and Capital Stock issued in connection with the Initial Public Offering) and (i) the Net Issuance Proceeds, minus permitted Restricted Payments therefrom in accordance with the terms of Section 8.10 (if any) are applied as may be required by Section 2.07 and (ii) all remaining Net Issuance Proceeds are contributed to the Borrower as cash common equity on terms and conditions acceptable to the Administrative Agent, (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) so long as no Default or Event of Default exists after giving effect to any such transaction, the Ultimate Parent may sell or issue the Permitted Parent Preferred Equity; provided that upon the earlier of six months after such sale or issuance of such Permitted Parent Preferred Equity or the occurrence of an Event of Default, the Net Issuance Proceeds from such sale or issuance of such Permitted Parent Preferred Equity are contributed to the Borrower as cash common equity on terms and conditions acceptable to the Administrative Agent.
Sample 1

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 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.

  • 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 Parent, Merger Sub, the Company or the holder of any shares of capital stock of Merger Sub or the Company:

  • 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.

  • 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 The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock. (b) Borrowers will not, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement or the Security Agreement, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement.

  • 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.

  • Stock Splits, Combinations and Dividends If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

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