Permitted Disqualified Stock definition

Permitted Disqualified Stock is defined is Section 5.2(j).
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Permitted Disqualified Stock means any Disqualified Stock issued pursuant to any Existing Agreement Obligation.
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Permitted Disqualified Stock means Preferred Stock of the Issuer that constitutes Disqualified Stock solely due to clause (c) of the definition thereof; provided that such Preferred Stock has been broadly marketed to potential investors.
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Examples of Permitted Disqualified Stock in a sentence

  • Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness, and no Loan Party or Subsidiary shall issue any Disqualified Stock; provided however, that any Loan Party or Subsidiary may incur Permitted Indebtedness or issue Permitted Disqualified Stock.


More Definitions of Permitted Disqualified Stock

Permitted Disqualified Stock means any Disqualified Stock of the Company issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness (other than intercompany Indebtedness) or other Disqualified Stock of the Company; provided that:
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Permitted Disqualified Stock has the meaning specified in Section 6.16.
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Permitted Disqualified Stock means any Disqualified Stock issued pursuant to any contractual obligations pursuant to agreements executed prior to February 9, 2021. “Permitted Indebtedness” means (i) “Permitted Indebtedness” as defined in the Magnetar Note Issuance Agreement and (ii) the Obligations; provided that (x) the aggregate principal amount of Magnetar Notes that constitute Permitted Indebtedness shall not, without the prior written consent of the Lender, exceed $90,000,000, plus any PIK Interest or PIK Notes issued under the Magnetar Note Issuance Agreement (as such terms are defined therein), and (y) the aggregate principal amount of the AA Notes shall not exceed $30,000,000, plus any PIK Interest or PIK Notes issued under the AA Note Issuance Agreement (as such terms are defined therein). “Permitted Investments” means “Permitted Investments” as defined in the Magnetar Note Issuance Agreement. “Permitted Liens” means “Permitted Liens” as defined in the Magnetar Note Issuance Agreement. “Person” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a political subdivision thereof. “Register” has the meaning assigned to such term in Section 9.04. “Restricted Investment” means any Investment, directly or indirectly, in any of the Parent’s Subsidiaries, other than a Permitted Investment. “Restricted Payments” shall have the meaning specified in Section 5.15. “Restricted Subsidiary” means any Subsidiary of Borrower other than an Unrestricted Subsidiary. As of the Effective Date, each Subsidiary of the Borrower is a Restricted Subsidiary. “Sanctioned Country” means at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions. “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated
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Permitted Disqualified Stock means any Disqualified Stock issued pursuant to any Existing Agreement Obligation. “Permitted Equity Raise” means the sale and issuance by the Company of Capital Stock (other than Disqualified Stock) of the Company in one or a series of transactions, which transactions are subject to the Holders’ rights under Section 3.8 of the Note Purchase Agreement, subject to the terms thereof. “Permitted Exchange” means any of The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market or The Nasdaq Capital Market (or any of their respective successors). “Permitted Holder” means (i) Xxxxxx X. Xxxxxx, Xxxxxx Capital Partners, LP or any of their respective Affiliates, (ii) SIS Holdings L.P. or any of its Affiliates or equityholders as of the date hereof, and (iii) Appgate Funding, LLC or any of its Affiliates. “Permitted Indebtedness” means: (a) Indebtedness of the Company existing on the Issue Date and disclosed on Schedule II hereto, and any Permitted Refinancing Indebtedness in respect thereof; (b) Indebtedness represented by the Notes, the Guarantees of the Notes or the Agreement Obligations or the Magnetar Notes, the guarantees of the Magnetar Notes or the Magnetar Obligations; (c) Indebtedness represented by PIK Interest or Partial PIK Interest; (d) Hedging Obligations in the ordinary course of business; (e) Indebtedness represented by (x) Capital Lease Obligations or (y) Purchase Money Obligations, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (e), not to exceed at any time outstanding $20,000,000; (f) intercompany Indebtedness among the Company, the Guarantors and/or the Restricted Subsidiaries, in each case to the extent such Persons and the relevant Indebtedness is subject to the Global Intercompany Note;
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Permitted Disqualified Stock means any Disqualified Stock issued pursuant to existing contractual obligations as of the date of this Agreement. “Permitted Equity Raise” means the sale and issuance by the Parent of Capital Stock (other than Disqualified Stock) of the Parent in one or a series of transactions, which transactions are subject to the rights of the Holder (as defined in the Note Purchase Agreement (as defined in the 1L Convertible NIA)) under Section 3.8 of the Note Purchase Agreement, subject to the terms thereof. “Permitted Holder” means (i) Xxxxxx X. Xxxxxx, Xxxxxx Capital Partners, LP or any of their respective Affiliates and (ii) SIS Holdings L.P. or any of its Affiliates or equityholders as of the date hereof. “Permitted Indebtedness” means: (a) Indebtedness of the Parent, the Borrower and their Subsidiaries existing on the date hereof and, solely in the case of any Foreign Subsidiary, listed on Schedule II hereto, and any Permitted Refinancing Indebtedness in respect thereof; (b) any Indebtedness owing to any Agent or any Lender under this Agreement and the other Loan Documents; (c) [reserved];
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Related to Permitted Disqualified Stock

  • Disqualified Stock means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

  • Qualified Stock means all Capital Stock of a Person other than Disqualified Stock.

  • Disqualified Equity Interests means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

  • Permitted Debt means any Financial Indebtedness:

  • Permitted Dividends means dividends or distributions made by the Company on its Class A Shares, and, without duplication, the Operating Partnerships to fund such dividends or distributions, annually in an aggregate amount equal to not less than 20% of the Company’s annual Distributable Earnings or more than 30% of Distributable Earnings; provided, that, if the minimum amount of dividends or distributions eligible to be made hereunder would be $1.00 or less per Class A Share, then up to $1.00 per Class A Share (subject to appropriate adjustment in the event of any equity dividend, equity split, combination or other similar recapitalization with respect to the Class A Shares after the Issuance Date).

  • Permitted Distribution means any of the following:

  • Permitted Disposition means any of the following:

  • Permitted Distributions means the following Distributions:

  • Qualified disposition means, subject to subparagraphs (iii) and (iv), a disposition after which both subparagraphs (i) and (ii) apply to the subject property:

  • Permitted Convertible Indebtedness means (x) Indebtedness outstanding under the 2026 Convertible Notes, and (y) Indebtedness of Borrower or any Subsidiary of Borrower that is a Credit Party having a feature which entitles the holder thereof in certain circumstances to convert or exchange all or a portion of such Indebtedness into Equity Interests in Borrower or such Subsidiary (or other securities or property following a merger event or other change of the common stock of Borrower or such Subsidiary), cash or any combination of cash and such Equity Interests (or such other securities or property) based on the market price of such Equity Interests (or such other securities or property); provided, however, that (a) such Indebtedness shall be unsecured, (b) such Indebtedness shall not be guaranteed by any Subsidiary of Borrower, (c) such Indebtedness shall bear interest at a rate per annum not to exceed five percent (5.0%), (d) such Indebtedness shall not include covenants and defaults (other than covenants and defaults customary for convertible indebtedness but not customary for loans, as determined by Borrower in its good faith judgment) that are, taken as a whole, more restrictive on the Credit Parties than the provisions of this Agreement (as determined by Borrower in its good faith judgment), (e) immediately prior to and after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing or could reasonably be expected to occur as a result therefrom (after giving effect to this Agreement), (f) such ​ ​ Indebtedness shall not (i) mature or be mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (ii) be redeemable at the option of the holder thereof, in whole or in part or (iii) provide for the scheduled payment of dividends or distributions (other than scheduled cash interest payments) in cash, in each case of the foregoing sub-clauses (i), (ii) and (iii), earlier than six (6) months after the Term Loan Maturity Date (it being understood, for the avoidance of doubt, that (w) a redemption right of Borrower or such Subsidiary in respect of such Indebtedness, (x) conversion rights of holders in respect of such Indebtedness, (y) acceleration rights of holders of such Indebtedness upon the occurrence of an event of default specified in the agreement governing such Indebtedness and (z) the obligation to pay customary amounts to holders of such Indebtedness in connection with a “change of control” or “fundamental change”, in each case, shall not be considered in connection with the determination of scheduled maturity date for purposes of this clause (f)); (g) immediately after giving effect to the creation, incurrence or assumption of any such Indebtedness (and any prepayment, repurchase or redemption of any existing Permitted Convertible Indebtedness using cash proceeds of the issuance of such Indebtedness (and any cash proceeds received pursuant to the exercise, early unwind or termination of any Permitted Equity Derivatives in connection with such prepayment, repurchase or redemption)), the aggregate principal amount of all Permitted Convertible Indebtedness then-outstanding shall not exceed $275,000,000, provided that Permitted Convertible Indebtedness will not be deemed to be outstanding, to the extent that in connection with the issuance of any Refinancing Convertible Debt permitted under Section 2.2(c)(iii)(y), the Permitted Convertible Indebtedness to be exchanged therefor is cancelled within five (5) Business Days of the issuance of such Refinancing Convertible Debt; and (h) Borrower shall have delivered to the Collateral Agent a certificate of a Responsible Officer of Borrower certifying as to the foregoing clauses (a) through (g) above with respect to any such Indebtedness.”

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), on or prior to the final maturity date of the Notes.

  • Permitted Indebtedness means, without duplication, each of the following:

  • Qualified Equity Interests means any Equity Interests that are not Disqualified Equity Interests.

  • Permitted Dispositions means each of the following:

  • Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Permitted Disposal means any sale, lease, licence, transfer or other disposal which, except in the case of Disposals as between members of the Group, is on arm’s length terms:

  • Restricted Indebtedness means Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • Permitted Investors the collective reference to the Sponsor and its Control Investment Affiliates.