Small Business Matters. Neither the Company nor any Subsidiary: ----------------------
(a) presently engages in, and none of them shall hereafter engage in, any activities, or (b) shall use directly or indirectly the proceeds from the sale of the Securities for any purpose, which, in either case, a SBIC is prohibited from engaging in or providing funds for by the SBIC Regulations (including Title 13, Code of Federal Regulations, Section 107.720).
Small Business Matters. (a) The Company, together with its "affiliates" (as that term is defined in Title 13, Code of Federal Regulations, ss. 121.103), is a "small business concern" within the meaning of the Small Business Investment Act of 1958, as amended ("SBIA"), and the regulations thereunder, including Title 13, Code of Federal Regulations, ss. 121.301(c), because it either: Check One / / (i) including its affiliates, has a tangible net worth not in excess of $18 million, and average net income after Federal income taxes (excluding any carry-over losses) for the preceding 2 completed fiscal years not in excess of $6 million (after giving pro forma effect to the transactions contemplated by the Purchase Agreement (including the financing thereof) in the manner set forth in Title 13, Code of Federal Regulations, ss. 107.750); or / / (ii) does not exceed the size standard in number of employees or millions of dollars under the SIC (Standard Industrial Classification) System for the industry in which it combined with its affiliates is primarily engaged; and in which it alone is primarily engaged. The information set forth in the Small Business Administration Forms 480, 652 and Parts A and B of Form 1031 regarding the Company and its affiliates, when delivered to the SBICs and the Investor, will be accurate and complete and will be in form and substance acceptable to such Persons (as defined below). Copies of such forms shall be completed and executed by the Company and delivered at the closing under the Purchase Agreement (the "Closing").
(b) Neither the Company's nor any of its Subsidiaries' (as defined below) primary business activity involves, directly or indirectly, providing funds to others, the purchase or discounting of debt obligations, factoring or long-term leasing of equipment with no provision for maintenance or repair, and neither the Company nor any of its Subsidiaries is classified under Major Group 65 (Real Estate) of the SIC Manual. The assets of the business of the Company and its Subsidiaries (the "Business") will not be reduced or consumed, generally without replacement, as the life of the Business progresses, and the nature of the Business does not require that a stream of cash payments be made to the Business's financing sources, on a basis associated with the continuing sale of assets (examples of such businesses would include real estate development projects and oil and gas xxxxx). (See 13 CFR ss. 107.720)
(c) At Closing or within one year thereafter, n...
Small Business Matters. 38 12.1 Generally: Certain SBIC Covenants......................... 38 12.2
Small Business Matters. 5.16.1 The Credit Parties acknowledge that St. Cloud is a federally licensed SBIC under the SBIC Act. Borrower, together with its “affiliates” (as that term is defined in 13 C.F.R. Section 121.103), is a “small business concern” within the meaning of the SBIC Regulations, including 13 C.F.R. Section 121.103. After giving effect to the transactions contemplated by the Loan Documents, the Credit Parties will have 500 or fewer full-time equivalent employees. The information regarding Borrower and its affiliates set forth in the SBA forms Nos. 480, 652 and 1031 delivered at the Closing is accurate and complete. Copies of such forms have been completed and executed by Borrower and delivered to St. Cloud at the Closing together with a written statement of Borrower regarding its planned use of the proceeds from the transactions contemplated by the Loan Documents. No Credit Party presently engages in, and no Credit Party shall hereafter engage in, any activities, nor shall any Credit Party use directly or indirectly the proceeds of the transactions contemplated by the Loan Documents for any purpose, for which an SBIC is prohibited from providing funds by the SBIC Regulations (including 13 C.F.R. Section 107.720).
5.16.2 The primary business activities of Borrower and the other Credit Parties do not involve, directly or indirectly, providing funds to others, purchasing or discounting debt obligations, factoring or long-term leasing of equipment with no provision for maintenance or repair, and no Credit Party is classified under
Small Business Matters. (a) The Company acknowledges that St. Cloud Capital Partners, L.P., one of the Purchasers of the securities being offered hereby (“St. Cloud”) is a federally licensed Small Business Investment Company (“SBIC”) under the Small Business Investment Act of 1958, as amended. Company, together with its “affiliates” (as that term is defined in 13 C.F.R. Section 121.103), is a “small business concern” within the meaning of the SBIC Regulations, including 13 C.F.R. Section 121.103. After giving effect to the transactions contemplated by the Transaction Documents, Company will have 500 or fewer full-time equivalent employees. The information regarding Company and its affiliates set forth in the SBA forms Nos. 480, 652 and 1031 delivered at the Closing is accurate and complete. Copies of such forms have been completed and executed by Company and delivered to St. Cloud at the Closing together with a written statement of Company regarding its planned use of the proceeds from the transactions contemplated by the Transaction Documents. The Company does not presently engage in, and it shall not hereafter engage in, any activities, nor shall it use directly or indirectly the proceeds of the transactions contemplated by the Transaction Documents for any purpose, for which an SBIC is prohibited from providing funds by the SBIC Regulations (including 13 C.F.R. Section 107.720).
(b) The primary business activity of Company does not involve, directly or indirectly, providing funds to others, purchasing or discounting debt obligations, factoring or long-term leasing of equipment with no provision for maintenance or repair, and Company is not classified under Section 53 (Real Estate) of the North American Industry Classification System manual. The assets of the business of Company (the “Business”) will not be reduced or consumed, generally without replacement, as the life of the Business progresses, and the nature of the Business does not require that a stream of cash payments be made to the Business’s financing sources, on a basis associated with the continuing sale of assets.
Small Business Matters. The Company, together with its "affiliates" (as that term is defined in Title 13, Code of Federal Regulations, ss.121.101), is a "small business concern" within the meaning of the Small Business Investment Act of 1958 and the regulations thereunder, including Title 13, Code of Federal Regulations, ss.121.201. The information regarding the Company and its affiliates set forth in SBA Form 480, Form 652 and Part A of Form 1031 delivered at the Closing is accurate and complete. Copies of such forms shall have been completed and executed by the Company and delivered to those Purchasers that so request at the Closing. The Company does not engage in any activities for which a "small business investment company" is prohibited from providing funds by the Small Business Investment Act of 1958 and the regulations thereunder (including Title 13, Code of Federal Regulations, ss.107.720).
Small Business Matters. The Company, together with its ------------------------ "affiliates" (as that term is defined in Title 13, Code of Federal Regulations, '121.103), is a "small busi-ness concern" within the meaning of the Small Business Investment Act of 1958 and the regulations thereunder, including Title 13, Code of Federal Regulations, '121.105. The information regarding the Company and its affiliates set forth in the Small Business Administration Form 480, Form 652 and Part A of Form 1031 delivered at the Closing is accurate and complete. Copies of such forms shall have been completed and executed by the Company and delivered to Purchaser at the Closing together with a written statement of the Company regarding its planned use of the proceeds from the loan made by Purchaser reflected by the Note and the Warrants. Neither the Company nor any Subsidiary presently engages in, and it shall not hereafter engage in, any activities, nor shall the Company or any Subsidiary use directly or indirectly the proceeds from the loan made by Purchaser reflected by the Note or the exercise of Warrant hereunder for any purpose, for which a Small Business Investment Company is prohibited from providing funds by the Small Business Investment Act of 1958 and the regulations thereunder (including Title 13, Code of Federal Regulations, '107.720).
Small Business Matters. The Company, together with its "affiliates" (as that term is defined in Title 13, Code of Federal Regulations, Section 121.103), is a "Small Business" and a "Smaller Business", in each case within the meaning of the SBIC Act and the regulations thereunder, including Title 13, Code of Federal Regulations, Sections 107.50, 107.700, 107.710 and 121.301(c). The information regarding the Company and its Affiliates set forth in the Small Business Administration Form 480, Form 652 and Parts A and B of Form 1031 delivered at the Closing is accurate and complete. Copies of such forms shall have been completed and executed by the Company and delivered to each Purchaser which is an SBIC at the Closing together with a written statement of the Company regarding its planned use of the proceeds from the sale of the Securities. Neither the Company nor any Subsidiary: (i) presently engages in, and none of them shall hereafter engage in, any activities, or (ii) shall use directly or indirectly the proceeds from the sale of the Securities for any purpose, which, in either case, a SBIC is prohibited from engaging in or providing funds for by the SBIC Act and the regulations thereunder (including Title 13, Code of Federal Regulations, Section 107.720).
Small Business Matters. (a) Borrower, together with Borrower’s Affiliates, is a “small business concern” within the meaning of the Small Business Investment Act of 1958, as amended (“SBIA”), and the regulations thereunder, including Title 13, Code of Federal Regulations. § 121.30l(c) because, as of the date hereof, it either:
þ (i) including its affiliates, has a tangible net worth not in excess of $18 million and average net income after Federal income taxes (excluding any carry-over losses) for the preceding two completed fiscal years not in excess of $6 million; or ¨ (ii) does not exceed the size standard in number of employees or millions of dollars in revenue under the SIC (Standard Industrial Classification) System for the industry in which it, combined with its affiliate, is primarily engaged; and in which it alone is primarily engaged.
(b) The information set forth in the Small Business Administration Forms 480, 652 and Parts A and B of Form 1031 regarding Borrower and its Affiliates, when delivered to PCOF, will be accurate and complete and will be in form and substance acceptable to PCOF. Copies of Forms 480 and 652 shall be completed and executed by Borrower and delivered to PCOF at the Purchase Agreement closing (the “Closing”), and Parts A and B of Form 1031 shall be completed and executed by Borrower and delivered to PCOF within 15 days of the Closing.
(c) The proceeds will be used by Borrower (1) for the purposes described in the Purchase Agreement, and (2) to pay expenses related to the transactions contemplated by the Purchase Agreement. No portion of such proceeds will be used to provide capital to business ineligible for financing as described in 13 C.F.R. § 107.720.
(d) At Closing or within one year thereafter, no more than 49 percent of the employees or tangible assets of Borrower and its Subsidiaries will be located outside the United States (unless Borrower can show, to SBA’s satisfaction, that the proceeds will be used for a specific domestic purpose). This subsection (e) does not prohibit such proceeds from being used to acquire foreign materials and equipment or foreign property rights for use or sale in the United States.
(e) Neither Borrower, nor any officer, director, employee or equity owner of the business was or is an Associate (as such term is defined in 13 C.F.R. § 107.50) of PCOF.
Small Business Matters. The Company, together with its "affiliates" (as that term is defined in Section 121.401 of the SBIC Regulations), is a "small business concern" within the meaning of the SBIC Act and SBIC Regulations, including Section 121.802 of the SBIC Regulations. The information regarding the Company and its affiliates set forth in the Small Business Administration Form 480, Form 652 and Part A of Form 1031 delivered at the Closing is accurate and complete. Copies of such forms shall have been completed and executed by the Company and delivered to each Purchaser that is an SBIC at the Closing together with a written statement of the Company regarding its planned use of the proceeds from the sale of the Notes, the Series A Preferred and the Warrants. Neither the Company nor any Subsidiary presently engages in, and it shall not hereafter engage in, any activities, nor shall the Company or any Subsidiary use directly or indirectly the proceeds from the sale of the Notes, the Series A Preferred and the Warrants hereunder for any purpose, for which a SBIC is prohibited from providing funds by the SBIC Act and the SBIC Regulations (including Section 107.804 and Section 107.901 of the SBIC Regulations).
