Subsequent Issuance. (a) The Company may issue Additional Notes:
(i) in connection with the exchange of shares of Class B Common Stock of the Company outstanding on the Issue Date (or Class B common stock issued or distributed in respect of, or in substitution for, Class B common stock outstanding on the Issue Date, in connection with any stock split or combination); or
(ii) for other purposes so long as the Incurrence of Indebtedness evidenced by such Additional Notes is permitted under Section 4.03 hereof.
(b) Any Additional Notes will vote on all matters with the Notes issued in the Offering. The Additional Notes will be deemed to have the same accrued current period interest, deferred interest and defaults as the Notes issued in the Offering and will be deemed to have expended Payment Blockage Periods and interest deferral periods to the same extent as the Notes issued in the Offering.
(c) The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that in the event there is an issuance of Additional Notes with original issue discount (and any issuance of Additional Notes thereafter), a portion of such Holder’s Notes (whether held directly in book-entry form or certificated form or held as part of IDSs) will be exchanged, without any further action of such Holder, for a portion of the Additional Notes purchased by the Holders of such Additional Notes, such that, following any such additional issuance and exchange, each Holder of the Notes or the IDSs (as the case may be) owns an indivisible unit composed of the Notes and Additional Notes of each issuance in the same proportion as each other Holder, and the records of DTC and the Trustee will be revised to reflect each such exchange without any further action of such Holder (each such exchange, an “Automatic Exchange”). The aggregate principal amount of the Notes owned by each Holder will not change as a result of an Automatic Exchange. Any Additional Notes will be guaranteed by the Guarantors on the same basis as the Original Notes.
(d) The Company may issue Additional Notes only if it delivers to the Trustee prior to or simultaneously with such issuance (i) an opinion of tax counsel to the effect that the Additional Notes should be treated as debt for U.S. federal income tax purposes and (ii) an Opinion of Counsel to the effect that the Additional Notes and the related Guarantees constitute valid and binding obligations of the Company and the respective Guarantors entitled to the benefits o...
Subsequent Issuance. The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.
Subsequent Issuance. (a) Upon the issuance by the Company of Additional Securities, if the Company determines that such Additional Securities should be assigned a different CUSIP number than the Original Securities, immediately following such issuance, a portion of each holder's Original Securities and/or Additional Securities, as applicable, will automatically, without any action by such holder, be exchanged (the "Automatic Exchange") for a portion of each other holder's Securities, such that immediately after the Automatic Exchange, each holder will hold Original Securities and Additional Securities in the same proportion as the ratio of the then outstanding aggregate principal amount of Original Securities to the then outstanding aggregate principal amount of Additional Securities. The aggregate principal amount of Securities owned by each holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct the Depositary to facilitate the combination of the Original Securities and Additional Securities into indivisible units ("Unit Securities") and thereafter the term Original Securities shall be deemed, for the purposes of this Section 4.14, to include the Unit Securities.
(b) At least ten (10) business days prior to the closing of a subsequent issuance that is likely to result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for the Automatic Exchange.
Subsequent Issuance. The Company may issue Additional Notes provided that (i) no Event of Default has occurred and is continuing at the time of such issuance, (ii) the Incurrence of Indebtedness evidenced by such Additional Notes is permitted pursuant to Sections 8.3 and 1.2.
Subsequent Issuance. If any Securities are not issued pursuant to the Second Closing as a result of the limitations of this Section 1.5, during the sixty (60) days immediately following the Second Closing, the Company may elect to issue by written notice from time to time to Purchaser and, upon such issuance, Purchaser shall purchase such Securities as may from time to time be allowable under such limitations, but such issuance and purchase must exceed an aggregate value of five hundred thousand dollars ($500,000), except that if the aggregate value of all remaining Securities is less than $500,000, the issuance and purchase must be of all such remaining Securities. Such issuance and purchase shall be consistent with all provisions of this Agreement and all conditions hereto must be met by the applicable party at the time of each such subsequent issuance. If Securities contemplated by this Agreement (other than shares underlying the Warrants) remain unissued and unpurchased on the ninetieth (90th) day after the Second Closing, the Company may remove such unissued Securities from the Second Registration Statement (as defined in the Registration Rights Agreement). For the purposes of this Section 1.5, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be made in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D and G thereunder.
Subsequent Issuance. The issuance of one or more Notes aggregating an additional Five Million Dollars ($5,000,000) (the “Subsequent Issuance Purchase Price” and, together with the Closing Purchase Price, the “Purchase Price”) shall be on or before the fifth business day after the compliance with the Subsequent Issuance Condition as defined in Section 1(d) (the “Subsequent Issuance Date”). Subject to the satisfaction or waiver of the conditions to Closing, on the Subsequent Issuance Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the Principal Amount designated on the signature page hereto (“Subsequent Issuance Notes”). The Subsequent Issuance Notes shall have the same maturity date as the Closing Notes.
Subsequent Issuance. Subject to the terms and conditions hereinafter set forth, each Lender shall have the option (the "Conversion Option") from time to time on or after the occurrence of a Trigger Event with respect to any Loan of such Lender to convert all or any portion of such outstanding Loan, together with accrued and unpaid interest thereon and any other due and unpaid Obligations under the Credit Agreement, into Parent Preferred Stock (each such conversion being a "Subsequent Parent Preferred Stock Conversion"; the Initial Parent Preferred Stock Conversion and each Subsequent Parent Preferred Stock Conversion being sometimes referred to hereinafter as a "Parent Preferred Stock Conversion") with a liquidation preference equal to the sum of (i) the dollar amount of such Loan so converted, (ii) the dollar amount of such unpaid interest and other Obligations so converted and (iii) solely in the case of Loans converted on the basis of a Trigger Event described in clause (i) of the definition of Trigger Event, the Clawback Amount calculated on the date of such conversion with respect to such converted Loan. Notwithstanding anything contained in this Agreement or in the Credit Agreement or the related documents to the contrary, (x) no Lender shall have a maximum number of times or minimum amount of Loans or other Obligations with respect to which such Lender's Conversion Option may be exercised, (y) each Lender's right to exercise a Conversion Option with respect to any portion of the applicable Lender's Loans shall not terminate (and once a Trigger Event has occurred such Trigger Event may serve as the basis for each Lender's exercise of its Conversion Option multiple times) until all Loans and other Obligations owed to the applicable Lender under the Credit Agreement are indefeasibly paid in full and/or converted to Parent Preferred Stock in accordance with the terms of this Agreement, and (z) on and after the occurrence of more than one Trigger Event, each Lender may elect, in its sole discretion, which Trigger Event that has occurred shall be the basis for exercising its Conversion Option in any particular instance.
Subsequent Issuance. Prior to the Maturity Date (as defined in the Notes) and so long as no Event of Default (as defined in the Security Agreement made by the Company in favor of the Purchasers dated as of the date hereof (the "Security Agreement")) has occurred and is continuing under the Security Agreement, upon 3 days written notice from the Company to the Purchasers, the Company shall have the right to require the Purchasers to purchase additional Notes in the aggregate principal amount of [ ] ($ ) and the Purchasers shall pay the Company, by check or wire transfer, the amount of [ ] ($ ) on such 3rd day in full payment of such additional Notes.
Subsequent Issuance. 23 8.14 Merger, Consolidation or Sale of All or Substantially All Assets ............................... 23
