Excluded Equity Issuances definition

Excluded Equity Issuances means (a) the issuance by any Subsidiary of equity securities to the Borrower or any Guarantor, as applicable, (b) the issuance of equity securities by the Borrower to any Person that is an equity holder of the Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any equity securities of the Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such equity securities to such Subject Holder, (c) the issuance of equity securities of the Borrower to directors, officers and employees of the Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Borrower’s Board of Directors, and (d) the issuance of equity securities of the Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition or Capital Expenditures.

Excluded Equity Issuances means any Equity Issuance of the Borrower pursuant to employee and other benefit plans, stock option or stock purchase plans, management equity plans, other benefit plans or compensation arrangements or accommodations for management, directors or employees of the Borrower existing on the Effective Date or established thereafter in the ordinary course of business or pursuant to dividend reinvestment plans established for the benefit of the common stock holders of the Borrower.

Excluded Equity Issuances means (i) the issuance of Equity Interests by Holdings to Blackstone or any other Permitted Investor, (ii) the issuance of Equity Interests by Holdings the proceeds of which are used to fund Investments permitted by Section 6.04, (iii) Equity Interests issued by Holdings (x) as compensation to employees of Holdings or any of its Subsidiaries or (y) to members of management of Holdings or any Subsidiary within one year of the Closing Date, in each case in the ordinary course of business and (iv) Permitted Cure Securities.

Examples of Excluded Equity Issuances in a sentence

• Issue or sell or enter into any agreement or arrangement for the issuance and sale of, or permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance and sale of, any shares of its Equity Interests, any securities convertible into or exchangeable for its Equity Interests or any warrants other than Excluded Equity Issuances; provided that the Parent may issue Qualified Equity Interests so long as no Change of Control would result therefrom.

• Within five Business Days following the receipt thereof, the Borrowers shall prepay to the Agent for the benefit of the Banks an amount equal to fifty percent (50%) of the sum of all cash proceeds of any issuance of equity securities (except Excluded Equity Issuances) net of the actual cash expenses paid by any Borrower in connection with such issuance.

• Within 90 days after the end of each fiscal year of the Borrower, a certificate containing information regarding (i) the calculation of Excess Cash Flow for the prior fiscal year and (ii) the amount of Net Cash Proceeds from Asset Dispositions (other than Excluded Asset Dispositions), Debt Issuances (other than Excluded Debt Issuances) and Equity Issuances (other than Excluded Equity Issuances) that were made during the prior fiscal year.

• Within 90 days after the end of each fiscal year of the Borrower, a certificate containing information regarding the amount of Net Cash Proceeds from Asset Disposition (other than Excluded Asset Dispositions), Debt Issuances (other than Excluded Debt Issuances) and Equity Issuances (other than Excluded Equity Issuances) that were made during the prior fiscal year.

• Issue or sell or enter into any agreement or arrangement for the issuance and sale of, or permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance and sale of, any shares of its Equity Interests, any securities convertible into or exchangeable for its Equity Interests or any warrants; provided that the Parent may issue Qualified Equity Interests (including Excluded Equity Issuances) so long as no Change of Control would result therefrom.

More Definitions of Excluded Equity Issuances

Excluded Equity Issuances means the issuance by any Subsidiary of equity securities to the Borrower or any Guarantor, as applicable.

Excluded Equity Issuances means (i) the issuance of Equity Interests by Holdings to the Sponsor, (ii) the issuance of Equity Interests by Holdings the proceeds of which are used to fund Permitted Acquisitions, (iii) Equity Interests issued by Holdings as compensation to employees of Holdings and its Subsidiaries in the ordinary course of business and (iv) the issuance of Permitted Cure Securities.

Excluded Equity Issuances means (a) any equity issuance by the Company or any Restricted Subsidiary to the Company or another Restricted Subsidiary, (b) any equity issuance by the Company indirectly to any Permitted Holder after the Closing Date, (c) any equity issuance by the Company or any Restricted Subsidiary to the seller of a business or management thereof acquired in a Permitted Acquisition or other Investment permitted hereunder, (d) any equity issuance by the Company or a Restricted Subsidiary the proceeds of which are used to finance Capital Expenditures, a Permitted Acquisition or other Investments permitted hereunder, (e) any equity issuance issued as compensation to directors, officers or employees of the Company or any of its Restricted Subsidiaries in the ordinary course of business.

Excluded Equity Issuances means (a) any issuance of Equity Interests under any stock option or employee incentive plans and issuances of Equity Interests of the Borrower pursuant to the exercise of options or warrants issued under any such plans, (b) any issuance of Equity Interests to current shareholders and other private equity issuances, (c) any issuance by any Subsidiary of Borrower of its Equity Interests to Borrower or any other Subsidiary of Borrower, (d) any receipt by Borrower or any Subsidiary of Borrower of a capital contribution from Borrower or any other Subsidiary of Borrower, (e) issuances of Equity Interests, the Net Cash Proceeds of which are applied by Borrower or any Subsidiary to the consideration paid for a Permitted Acquisition, and (f) issuances of Equity Interests in connection with any IPO or other public equity offering.

Excluded Equity Issuances means the issuance or sale of Equity Interests of, or any capital contribution to, any Loan Party, directly or indirectly, after the Closing Date to or by any Permitted Holder or any of its co-investors or Affiliates of such co-investors or Holdings or any Affiliate of Holdings or employees of Holdings or its Affiliates.

Excluded Equity Issuances means (a) any options, stock, or other equity incentive compensation issued in connection with any option or equity plan of the Parent adopted by its Board of Directors, (b) any stock issued upon the exercise of any options granted under the plans referenced in clause (a) above, (c) any stock dividends issued by the Borrower to the Parent or any stock dividends issued by any Subsidiary of the Borrower to the Borrower, (d) any stock dividends permitted to be issued by the Parent hereunder or (e) any Equity Interest of the Parent issued in connection with a Permitted Acquisition that is otherwise permitted hereunder.

Excluded Equity Issuances means (i) the issuance of Equity Interests by Holdings, New US Holdco or the Borrower to Blackstone or any other Permitted Investor, (ii) the issuance of Equity Interests by Holdings, New US Holdco or the Borrower the proceeds of which are used to fund Investments permitted by Section 6.02, including "Permitted Investments", (iii) Equity Interests issued by Holdings, New US Holdco or the Borrower (x) as compensation to employees of Holdings or any of its Subsidiaries or (y) to members of management of Holdings or any Subsidiary within one year of the Closing Date, in each case in the ordinary course of business and (iv) Permitted Cure Securities.