Eligible Issuance definition

Eligible Issuance means the issuance by the Company prior to the Company’s initial Public Offering to any Person or Persons (including any of the Stockholders) of any Company Equity Securities in consideration for cash, cash equivalents, property or indebtedness, excluding issuances by the Company of Company Equity Securities:
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Eligible Issuance means the issuance by the Company to any Person or Persons (including any of the Members or their Affiliates) of any Company Equity Securities, other than:
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Eligible Issuance means an issuance of Ordinary Shares by the Company: (i) on a pre-emptive basis to all or substantially all of the Company’s shareholders or (ii) to third parties (provided, in the case of (ii) that e& or another member of the e& Group is invited to participate in such issuance pro-rata on substantially the same terms);
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Examples of Eligible Issuance in a sentence

  • To the extent that elections pursuant to this Section 5.02 shall not be made with respect to any Company Equity Securities included in an Eligible Issuance within such ten (10) Business Day period, then the Company may issue such Company Equity Securities, but only for consideration not less than, and otherwise on terms no less favorable to the Company than, those set forth in the Company’s notice and only within ninety (90) days after the end of such ten (10) Business Day period.

  • Subject to the terms and conditions of this Agreement, the Company hereby grants to each Qualified Member the right to purchase such Qualified Member’s Proportionate Percentage (as hereinafter defined) of any Company Equity Securities to be issued in any future Eligible Issuance (as hereinafter defined).

  • For a period of ten (10) Business Days following the date of such notice, each Qualified Member shall be entitled, by written notice to the Company, to elect to purchase all or any part of such Qualified Member’s Proportionate Percentage of the Company Equity Securities being sold in the Eligible Issuance; provided, that if two or more securities shall be proposed to be sold as a “unit” in an Eligible Issuance, any such election must relate to such unit of securities.

  • The amount of Title IV funding the student has not earned is calculated by subtracting the amount of Title IV funding the student earned from the total Title IV funding disbursed/ or was disbursable.6. Allocate unearned aid.

  • The Company hereby grants to each Stockholder the right to purchase an amount of Company Equity Securities to be issued in any future Eligible Issuance up to such Stockholder’s Proportionate Percentage of such Eligible Issuance.

  • Bilateral and IAs experience delays associated with the recruitment of experienced experts as project personnel; when signing agreements with governments and/or beneficiary enterprises; and when implementing small-size projects.

  • The Company shall, before issuing any Company Equity Securities in an Eligible Issuance, give written notice thereof to each Qualified Stockholder.

  • To the extent that elections pursuant to this Section 9.4 shall not be made with respect to any Company Equity Securities included in an Eligible Issuance within such ten (10) Business Day period, then the Company may issue such Company Equity Securities, but only for consideration not less than, and otherwise on terms no less favorable to the Company in any material respect than, those set forth in the Company’s notice and only within ninety (90) days after the end of such ten (10) Business Day period.

  • The Company shall, before issuing any Company Equity Securities in an Eligible Issuance, give written notice thereof to each Stockholder.

  • For a period of ten (10) Business Days following the date of such notice, each Stockholder shall be entitled, by written notice to the Company, to elect to purchase all or any part of such Stockholder’s Proportionate Percentage of the Company Equity Securities being sold in the Eligible Issuance; provided, that if two or more securities shall be proposed to be sold as a “unit” in an Eligible Issuance, any such election must relate to such unit of securities.


More Definitions of Eligible Issuance

Eligible Issuance any issuance of Equity Interests of Issuer (or debt securities that are exchangeable for or convertible into Equity Interests of Issuer) at a time when at least fifty percent (50%) of the original principal amount of the Notes remain outstanding, other than (a) any issuance of Common Stock upon the conversion of the Notes; (b) any issuance of Common Stock upon the exercise of options that are outstanding as of the Closing Date; (c) any issuance of shares of Common Stock as consideration in connection with an Acquisition, (d) any issuance of options or shares of Common Stock (including upon exercise of options) issued to any director, officer or employee pursuant to compensation arrangements approved by the Board or the compensation committee thereof in good faith and otherwise permitted to be issued by any other provision of this Agreement and (e) issuances of Common Stock in a Public Offering that is consummated prior to the date that is 150 days following the Closing Date.
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Related to Eligible Issuance

  • Eligible Issuer means an issuer which meets the criteria and has complied with the requirements of NI 44-101 so as to be qualified to offer securities by way of a short form prospectus under Applicable Securities Laws;

  • Qualifying Capital Securities means securities (other than Common Stock, rights to acquire Common Stock and securities convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • Eligible LC Bank means either a U.S. commercial bank, or a foreign bank issuing a Letter of Credit through its U.S. branch; and in each case the issuing U.S. commercial bank or foreign bank must be acceptable to Buyer in its sole discretion and such bank must have a Credit Rating of at least: (a) “A-, with a stable designation” from S&P and “A3, with a stable designation” from Moody’s, if such bank is rated by both S&P and Moody’s; or (b) “A-, with a stable designation” from S&P or “A3, with a stable designation” from Moody’s, if such bank is rated by either S&P or Moody’s, but not both, even if such bank was rated by both S&P and Moody’s as of the date of issuance of the Letter of Credit but ceases to be rated by either, but not both of those ratings agencies.

  • Legended Covered Bonds means Registered Covered Bonds (whether in definitive form or represented by a Registered Global Covered Bond) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • Rule 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;

  • 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).

  • Eligible Investor Either (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) an Institutional Accredited Investor.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Eligible Investment means any investment that at the time of its acquisition is one or more of the following:

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • Eligible Notes means (a) Note(s) meeting the eligiblity criteria set out in § 204.12 hereof.

  • 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).

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Request for Issuance means a request made pursuant to Section 2.04 in the form of Exhibit B.

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

  • Qualified Issuer any commercial bank (a) which has capital and surplus in excess of $250,000,000 and (b) the outstanding long-term debt securities of which are rated at least A by S&P or at least A2 by Moody’s, or carry an equivalent rating by a nationally recognized rating agency if both of the rating agencies named herein cease publishing ratings of investments.

  • Not Domestic Issuance means any obligation other than an obligation that was, at the time the relevant obligation was issued (or reissued, as the case may be) or incurred, intended to be offered for sale primarily in the domestic market of the relevant Reference Entity. Any obligation that is registered or qualified for sale outside the domestic market of the relevant Reference Entity (regardless of whether such obligation is also registered or qualified for sale within the domestic market of the relevant Reference Entity) shall be deemed not to be intended for sale primarily in the domestic market of the Reference Entity.

  • Eligible interests means interests or memberships.

  • Equity Issuance means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

  • Cash Liquidity means, with respect to any Person, on any date of determination, the sum of (i) unrestricted cash, plus (ii) Available Borrowing Capacity, plus (iii) Cash Equivalents.

  • Permitted Issuance means any issuance by the Company of (a) Common Stock on or prior to the date hereof; (b) Common Stock upon exercise of the Warrants; (c) Common Stock upon the conversion or exchange of any shares of any class of Common Stock into another class of Common Stock; (d) Common Stock in connection with any dividend or distribution to the holders of the Common Stock; or (e) Common Stock pursuant to an underwritten offering of Common Stock registered under the Securities Act of 1933, as amended.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • 144A Notes means the Class E Notes and any Note retained by the Depositor or an Affiliate thereof on the Closing Date.

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the Board of Directors 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 Issuer and the Securitization Subsidiary, (b) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Issuer or any of its Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Eligible Investments Any one or more of the obligations and securities listed below which investment provides for a date of maturity not later than the Determination Date in each month: