Closing Date Equity Issuance means the cash (or, in the case of members of management of the Company and its Subsidiaries, cash or non-cash) contribution to Holdings of equity (in the form of (1) common equity, (2) preferred equity constituting Qualified Capital Stock and/or (3) other equity on terms reasonably satisfactory to the Joint Lead Arrangers), directly or indirectly, by the Sponsor and other investors reasonably acceptable to the Joint Lead Arrangers (it being understood and agreed that the existing shareholders of the Company prior to the Closing Date and members of management of the Company are reasonably acceptable to the Joint Lead Arrangers) in an aggregate amount equal to not less than 25% of the total consolidated pro forma debt and equity of Holdings and its Subsidiaries on the Closing Date, after giving effect to the Transaction (but without giving effect to any increase to the total consolidated debt of Holdings and its Subsidiaries in connection with the exercise of the “market flex” provisions set forth in the Fee Letter or any draw on the ABL Facility for working capital requirements); provided that on the Closing Date, after giving effect to the Transaction, no shareholder (for purposes of this proviso, management and the existing shareholders shall be deemed one shareholder) shall own a greater percentage of the equity of Holdings and its Subsidiaries than the percentage owned by the Permitted Holders.
Closing Date Equity Issuance means the cash contribution to Holdings in exchange for equity of Holdings (in the form of (1) common equity and/or (2) preferred equity constituting Qualified Capital Stock), directly or indirectly, by the Equity Investors (and their respective Affiliates), in an aggregate amount inclusive of capital contributions and investments by management and existing equity holders of the Borrower rolled over or invested, directly or indirectly, in Holdings in connection with the Transactions and other investors designated by Sponsor in an amount at least equal to the greater of (x) 60% of the sum of (i) the aggregate principal amount of the Loans funded on the Closing Date (excluding Borrowings of Revolving Loans to fund working capital needs (including any working capital payments or adjustments under the Closing Date Acquisition Agreement) and any proceeds of Revolving Loans applied to backstop or cash collateralize existing letters of credit) plus (ii) the equity capitalization of Holdings and its Subsidiaries on the Closing Date after giving effect to the Transactions and (y) the amount necessary such that immediately after giving effect to the Transactions (including for the avoidance of doubt the Closing Date Equity Issuance, the funding of the Loans on the Closing Date and the payment of all Consolidated Transaction Costs and the consummation Closing Date Refinancing) on the Closing Date, the Borrower and its Restricted Subsidiaries shall have at least $30,000,000 of Unrestricted Cash on their consolidated balance sheet. Immediately following the consummation of the contribution, Holdings will contribute the full amount of the contribution to Intermediate Holdings.
Closing Date Equity Issuance means the cash contribution to Holdings of equity (in the form of (1) common equity and/or (2) preferred equity constituting Qualified Capital Stock), directly or indirectly, by the Equity Investors (and their respective Affiliates), in an aggregate amount inclusive of capital contributions and investments by management and existing equity holders of JAMF rolled over or invested in connection with the Transactions and other investors designated by Sponsor in an amount constituting not less than 50% of the sum of (i) the aggregate principal amount of the Loans funded on the Closing Date (excluding Borrowings of Revolving Loans) plus (ii) the equity capitalization of Holdings and its Subsidiaries on the Closing Date after giving effect to the Transactions.
Examples of Closing Date Equity Issuance in a sentence
The Closing Date Equity Issuance shall have been consummated substantially simultaneously with the initial Borrowing of Term Loans hereunder and, immediately upon giving effect thereto and the consummation of the Closing Date Acquisition, the Sponsor shall (x) own Voting Stock of Holdings representing more than 50% of the voting power of the total outstanding Voting Stock of Holdings and (y) have the power to appoint or remove a majority of the Board of Directors of Holdings.
The Closing Date Equity Issuance shall have been consummated substantially simultaneously with the initial Borrowing of Initial Term Loans hereunder and, immediately upon giving effect thereto and the consummation of the Closing Date Acquisition, the Sponsor shall own Voting Stock of Holdings representing more than 50% of the voting power of the total outstanding Voting Stock of Holdings.
The Closing Date Equity Issuance shall have been consummated and shall constitute common Equity Interests or other Qualified Capital Stock.
Equity Interests issued in connection with the Closing Date Equity Issuance shall represent, prior to the Qualifying IPO, 4.5% of USDG’s Securities on a Fully Diluted Basis.
The statement issued by the Kuwait Anti-Corruption Authority on the occasion considered the right of access to information law to represent “a new building block in preventing corruption and strengthening transparency and integrity in the public sector”.
More Definitions of Closing Date Equity Issuance
Closing Date Equity Issuance means the direct or indirect cash contribution by the Sponsors and other investors arranged by and/or designated by the Sponsors (including members of the Target’s management and/or the Target’s direct or indirect equity holders) to the capital of Holdings (with all such contributions to be in the form of common equity (or otherwise on terms reasonably acceptable to the Arrangers) and 100% of the proceeds of which will be contributed to Borrower in the form of cash common equity) in an aggregate amount equal to not less than 40.0% of the pro forma total debt and equity capitalization of Borrower and its Subsidiaries after giving effect to the Transactions (but excluding the (x) aggregate gross proceeds of any Initial Term Loans and/or the Revolving Loans borrowed to fund original issue discount or upfront fees in connection with the “market flex” provisions in the Fee Letter and/or the issuance of the Existing Second Lien Notes and (y) amounts drawn under the Revolving Commitments on the Closing Date for working capital purposes (including to repay amounts outstanding under any existing revolving credit facility of any of the Companies); provided that as of the Closing Date, after giving effect to the Transactions, the Sponsors have the ability to elect a majority of the Board of Directors of Borrower.
Closing Date Equity Issuance is defined in Section 7.8(a).
Closing Date Equity Issuance means the cash contribution to Holdings of equity (in the form of (1) common equity and/or (2) preferred equity constituting Qualified Capital Stock) (and the subsequent contribution of such amount to Merger Sub as common capital or intercompany loan), directly or indirectly, by the Equity Investors, in an aggregate amount, inclusive of capital contributions and investments by management of TransFirst 1 rolled over or invested in connection with the Transactions and other investors designated by Sponsor in an amount constituting not less than 35% of the sum of (x) the aggregate amount of Term Loans and Second Lien Loans funded on the Closing Date, plus (y) the aggregate amount of Revolving Loans and Swing Line Loans funded on the Closing Date plus (z) the equity capitalization of Holdings and its Subsidiaries on the Closing Date after giving effect to the Transactions; provided that immediately upon the consummation of the Closing Date Acquisition, the Sponsor will hold, directly or indirectly, the power to vote, or direct the voting of, Equity Interests constituting no less than 50.1% of the aggregate amount of the issued and outstanding equity of Holdings.
Closing Date Equity Issuance is defined in Section 7.8(a). “Closing Fee” has the meaning given to such term in Section 2.4(a).
Closing Date Equity Issuance has the meaning set forth in Section 4.01(f).
Closing Date Equity Issuance has the meaning set forth in the definition of Transactions.
Closing Date Equity Issuance is defined in Section 3.01(f).