Common Equity Financing definition

Common Equity Financing shall have the meaning given to that term in Section 6.08(a).
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Common Equity Financing shall have the meaning provided in Section 5.01(g).
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Common Equity Financing means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Common Stock under Regulation A (17 CFR 230.261 et seq.).
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Examples of Common Equity Financing in a sentence

  • Company has no reason to believe that the Debt and Common Equity Financing will not close on or before the Initial Closing Date.

  • There shall have been no amendments, modifications or waivers of any terms in the Debt and Common Equity Financing Agreements or the Series A Repurchase and Exchange Documents since the Initial Closing that were not approved in writing in advance by the Purchaser.

  • Without limiting the foregoing, the Company will use commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable to satisfy all conditions to closing set forth in the Debt and Common Equity Financing Agreements and the Series A Repurchase and Exchange Documents and to comply with its obligations thereunder.

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  • All conditions precedent to the consummation of the Common Equity Financing, the issuance of the New Senior Notes, the Sale-Leaseback Transaction and the Intercompany Distribution Transactions as set forth in the relevant Documents therefor shall have been satisfied, and not waived unless consented to by each Agent and the Required Lenders, to the reasonable satisfaction of each Agent and the Required Lenders.

  • All conditions precedent to the consummation of the Transaction as set forth in the Recapitalization Documents, Common Equity Financing Documents, PIK Preferred Stock Documents and Senior Subordinated Notes Documents shall have been satisfied and not waived unless consented to by the Agent and the Required Banks.

  • Series A Units: In connection with the Common Equity Financing, HGI Funding and Co-Investors will each receive “Series A Units” of NewCo. HGI Funding and Co-Investors, together with their permitted transferees, are referred to herein as the “Series A Unitholders”.

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  • Notwithstanding anything to the contrary set forth in this Agreement, including Section 5.02, (x) GF may enter into or consummate any Common Equity Financing without the consent of or approval by the Company and (y) GF shall not enter into or consummate any Non-Common Equity Financing without the consent of or approval by the Company, which consent or approval may be withheld by the Company in its sole discretion.

  • If the Company determines, in its sole and absolute discretion, that the Company Exchange (and, if determined by the Company in its sole and absolute discretion, together with the Common Equity Financing and/or any other Transaction) qualifies as a reorganization within the meaning of Section 368(a) of the Code, then this Agreement is adopted as a “plan of reorganization” within the meaning of Section 368(a) of the Code and Treasury Regulations Section 1.368-2(g) and 1.368-3.


More Definitions of Common Equity Financing

Common Equity Financing means the (x) contribution by Investors to Holdings of cash common equity financing in an aggregate amount of at least $75,000,000 and (y) the contribution thereof by Holdings to the Borrower as contemplated by Sections 5.05 and 6.04.
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Common Equity Financing means the issuance by Holdings or the retention by existing stockholders of Holdings of not less than $177.0 million of common equity in connection with the Merger, which equity shall consist of (i) the contribution by Fenway of not less than $128.1 million in cash to Holdings, (ii) the retention by the Management Investors of shares (or options to acquire shares) of common stock of Holdings with an estimated value of approximately $16.5 million, (iii) the conversion by the Simmons ESOP of its 3,413,672 shares of the Company's Series A Preferred Stock which is not allocated to the accounts of ESOP participants into approximately 3,482,036 shares of Holdings' Class C Common Stock which shall be converted in the Merger into 3,482,036 shares of unallocated common stock of Holdings and the retention of such unallocated shares with an estimated value of $23.4 million and (iv) the retention by certain affiliates of or entities organized by Investcorp of approximately 1,336,998 shares of common stock of Holdings with an estimated value of $9.0 million.
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Common Equity Financing means (a) any Potential Financing pursuant to which any Person agrees to purchase or invest in, for cash or cash equivalents, common or ordinary shares of GF, at Ten Dollars ($10.00) per share, or the Company, at Ten Dollars ($10.00) per share assuming that the Stock Split has occurred (when the Company Ordinary Shares are equivalent to the GF Shares) and (b) subject to the prior written consent of the Company, which consent may be withheld in its sole discretion, any other Potential Financing pursuant to which any Person agrees to purchase or invest in, for cash or cash equivalents, common or ordinary shares of GF or the Company.
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Common Equity Financing has the meaning provided in Section 4.01(k).
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Common Equity Financing means any offer and sale of newly-issued shares of the Company’s common stock, par value $0.01 per share, on or prior to the Assumption Date.
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Related to Common Equity Financing

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

  • Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

  • Common Equity Tier 1 Capital means common equity tier 1 capital (or any equivalent or successor term) of, as the case may be, the Issuer or the Group, in each case as calculated by the Issuer in accordance with CRD IV requirements and any applicable transitional arrangements under CRD IV;

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Common Equity Tier 1 Capital Ratio means (at any time):

  • Performing Common Equity means Capital Stock (other than Preferred Stock) and warrants of an issuer all of whose outstanding debt is Performing.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Qualified Securitization Financing means (a) any timeshare loan backed notes (such as Hilton Grand Vacations Trust 2013-A) and similar facilities, (b) any revolving non-recourse timeshare notes credit facility (such as the receivables loan agreement, dated May 9, 2013, among Hilton Grand Vacations Trust I LLC, Xxxxx Fargo Bank, National Association, as paying agent, a commercial paper conduit lender, Deutsche Bank AG New York Branch and Bank of America, N.A., as committed lenders and Deutsche Bank AG New York Branch, as administrative agent) and similar facilities and (c) any other Securitization Financing of a Securitization Subsidiary that meets the following conditions: (x) the board of directors of the Borrower shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary and (y) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower). The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.

  • New Financing has the meaning specified in Section 2.04(a).

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Concurrent Financing means the various third party financing arrangements the Company is executing pursuant to the agreements described on Schedule 2.1(c)(i) (the “Concurrent Financing”) separate and apart from the transactions contemplated by this Agreement.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.