Future Securities definition

Future Securities means any issuance of Capital Stock in a financing transaction (other than an underwritten public offering), a purpose of which is raising capital, at a price which is less than ninety percent (90%) of the 10-day average closing price of Common Stock as reported by the Bloomberg Professional Service (x) established on the date on which Notice (as defined below) is delivered to members of the Investor Shareholder Group, if the issuance is to be sold at a price which has been established prior to the date of such Notice, or (y) on the day immediately prior to the closing date of such transaction if the price has not been established prior to Notice. Notwithstanding anything to the contrary, the term "Future Securities" does not include: (i) shares of Common Stock issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board and, if required, an Investor Director pursuant to Section 2.1(d) hereof and the shareholders of the Company; (ii) shares of Common Stock issued upon the exercise or conversion of options or convertible securities of the Company outstanding as of the date of this Agreement, as set forth on Schedule 3.3(a) hereto; (iii) shares of Capital Stock issued or issuable to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or secured debt financing transaction in the ordinary course of business approved by the Board and, if required, an Investor Director pursuant to Section 2.1(d) hereof; and (iv) shares of Capital Stock of the Company which are issued or issuable pursuant to and in connection with a strategic transaction or an acquisition or other business combination approved by a the Board and, if required, an Investor Director pursuant to Section 2.1(d) hereof.

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Future Securities has the meaning set forth in Section 2.01 of this Fifth Supplemental Indenture.

Future Securities shall have the meaning set forth in Section 3.2.

Examples of Future Securities in a sentence

• If and for so long as the Operating Partnership guarantees the Notes or any Future Securities, it shall agree in the supplemental indenture that it shall waive and shall not in any manner whatsoever claim or take the benefit or advantage of any right of reimbursement, indemnity or subrogation or any other right as a result of any payment by the Operating Partnership under any Operating Partnership Guarantee until the Notes, or such Future Securities, have been paid in full.

• Any such Operating Partnership Guarantee shall provide that holders of the Notes and any Future Securities shall be entitled to proceed directly against the Operating Partnership without exercising their remedies against any other obligor.

• During the Term of this Agreement, the Company hereby grants to each member of the Investor Shareholder Group the right of first refusal to purchase a pro rata share of Future Securities (as defined in this Section 3.3) which the Company may, from time to time, propose to sell and issue.

• A member of the Investor Shareholder Group's pro rata share, for purposes of this right of first refusal, is the ratio of the number of shares of Common Stock owned by such Person immediately prior to the issuance of Future Securities to the total number of shares of Common Stock outstanding immediately prior to the issuance of Future Securities.

• If such offering or sale of Refused Future Securities shall be terminated, the Company shall promptly give such Investor written notice of such termination and such Investor may, but shall not be required to, purchase such Future Securities, in which case such purchase shall occur within 30 days of the date of such termination.

• In any event, the sale to such Investor of such Future Securities shall be on the terms specified in the Proposal.

• If there are no Refused Future Securities, the sale to such Investor of such Future Securities shall occur within 20 days of the expiration of the Future Securities Exercise Period.

• Regulatory Compliance Cooperation........................32 5.21.1. Exchange for Nonvoting Securities ...............32 5.21.2. Future Securities Issuances .....................32 5.22.

• Future Securities Guarantors............................................................

• During the Term of this Agreement, the Company hereby grants to each member of the Investor Shareholder Group the right of first refusal to purchase a pro rata share of Future Securities (as defined in this SECTION 3.3) which the Company may, from time to time, propose to sell and issue.

More Definitions of Future Securities

Future Securities has the meaning set forth in Article Two of this Fifth Supplemental Indenture.

Future Securities means any issuance of Capital Stock in a financing transaction (other than an underwritten public offering), a purpose of which is raising capital, at a price which is less than ninety percent (90%) of the 10-day average closing price of Common Stock as reported by the Bloomberg Professional Service (x) established on the date on which Notice (as defined below) is delivered to members of the Investor Shareholder Group, if the issuance is to be sold at a price which has been established prior to the date of such Notice, or (y) on the day immediately prior to the closing date of such transaction if the price has not been established prior to Notice. Notwithstanding anything to the contrary, the term “Future Securities” does not include:

Future Securities means all future securities, assets, rights, title, interest and claims the Pledgor has or will have in relation to the Pledged Account, and all amounts now or in the future credited or accrued on the Pledged Account, including, for the avoidance of doubt, cash and other rights and the property held therein or credited thereto and the proceeds and products thereof and property received, receivable or otherwise distributed in respect of the Pledged Account and the assets held therein and any assets from time to time subject, or expressed to be subject, to the Pledge created or expressed to be created by or pursuant to this Agreement or any part of those assets, including cash, assets or securities derived from the Securities (whether by way of redemption, liquidation, bonus, preference, option, substitution, conversion or otherwise) or from the proceeds thereof.

Future Securities has the meaning set forth in Article III.

Future Securities shall have the meaning set forth in SECTION 3.2.