Permitted Equity Issuances definition

Permitted Equity Issuances means issuances of Parent Common Stock or Seller Preferred Stock by the Parent as consideration in Permitted Acquisitions, but only to the extent permitted pursuant to Sections 7.15 and 8.16.

Permitted Equity Issuances means any sale or issuance of any Qualified Equity Interests of the Borrower or any direct or indirect parent of the Borrower

Permitted Equity Issuances means, collectively, (a) Permitted Xxxxxxx Xxxxxx Investments and (b) any sale or issuance for cash of any Equity Interests (other than Disqualified Equity Interests) to the Permitted Holders.

Examples of Permitted Equity Issuances in a sentence

• Issue, or permit any Domestic Subsidiary to issue, any additional Ownership Interests aside from Permitted Equity Issuances.

• The Borrowers shall not (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of their Subsidiaries (except the Excluded Subsidiaries); or (b) permit any of their Subsidiaries, except Excluded Subsidiaries, directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any of their Capital Stock, except pursuant to Permitted Equity Issuances or Permitted Redemption Rights.

• Borrower shall not, and shall not permit any of the other Companies to, issue, sell, or otherwise dispose of any shares of its capital stock or other securities, or rights, warrants, or options to purchase or acquire any shares or securities, except (a) Permitted Equity Issuances, and (b) to Borrower or another Company, so long as Borrower or another Company simultaneously pledges such shares to Agent, for the benefit of Lenders, to secure the Obligation.

• Authorize, issue or enter into, or permit any Subsidiary to authorize, issue or enter into, any agreement providing for the issuance (contingent or otherwise) of any capital stock or any other Equity Securities (including debt securities) of the Company or any Subsidiary, except for Permitted Equity Issuances; or reclassify, or permit any Subsidiary to reclassify, any of its capital stock as in existence on the date hereof.

• The Issuer shall not Incur any Indebtedness or issue any equity securities, other than Permitted Indebtedness or Permitted Equity Issuances.

More Definitions of Permitted Equity Issuances

Permitted Equity Issuances means (i) the issuance of Equity Securities pursuant to any employee, officer, director or consultant compensation plan that has been approved by the majority of the Board or (ii) issuances by the Company of Equity Securities to third parties (other than as contemplated by the preceding clause (i)), including pursuant to the exercise, conversion or exchange of Equity Securities other than Callable/Puttable Shares issued prior to the Call Date or the final day of the Put Period, as the case may be, provided that, the aggregate number of shares of any such Equity Securities issued to such third parties following the Call/Put Termination Date and until the End of the Equity Limitation Period shall in no event exceed the equivalent of 25,000,000 shares of Common Stock (on an as converted basis) (such amount to be adjusted for stock splits, stock dividends, combinations and other recapitalizations). The "End of the Equity Limitation Period" shall mean: (x) September 1, 2012, if GSK's Percentage Interest is 50.1% or greater on the Call/Put Termination Date or if GSK's Percentage Interest is less than 50.1% on the Call/Put Termination Date, but exceeds 50.1% at any time on or prior to December 31, 2008 and (y) in all other cases, December 31, 2008.

Permitted Equity Issuances means one or more transactions whereby Intermediate Holdings issues Permitted Equity to the holders of its Equity Interests for cash consideration, or the holders of its Equity Interests make a capital contribution in cash to Intermediate Holdings, so long as (i) all of the proceeds of such issuance or contribution are promptly contributed by Intermediate Holdings to the Borrower, (ii) such issuance does not result in a Change of Control and (iii) the proceeds of such issuance or capital contribution are promptly used by the Borrower to pay for Consolidated Capital Expenditures or pay the purchase price with respect to a Permitted Acquisition or otherwise applied in a manner not prohibited under this Agreement.

Permitted Equity Issuances means the issuance or grant of Securities to (i) Xxxxxxx Xxxxxx, including any options to purchase Common Stock that will be granted to Xx. Xxxxxx upon the liquidation of executive profits interests held by Xx. Xxxxxx in Wengen as of the date hereof upon the consummation an IPO or QPO, or (ii) any Affiliates or full-time employees of Wengen or any Wengen Investor, in each case, pursuant to a binding commitment between any such Person and the Company, in effect as of the Initial Issue Date, to issue or grant such Securities to such Person.

Permitted Equity Issuances means any sale or issuance of any Equity Interests (other than Disqualified Equity Interests) that does not result in a Change of Control.

Permitted Equity Issuances means (a) issuances of equity to employees, directors or other service providers pursuant to option plans or other incentive plans approved by the board of managers of Holdings, (b) issuances of equity made as consideration for any acquisition by the Borrowers of any other Person's business or assets (provided that such acquisition is permitted or is approved by Bank under the terms of this Agreement), (c) the formation of, and issuances of equity made in connection with the formation of, any Foreign Subsidiary, provided that as soon as available but not later than 15 days after the formation of any such Foreign Subsidiary, Administrative Borrower shall deliver to Bank or Bank's counsel accurate and complete copies of its Governing Documents which are operative and in effect as of such date with respect to such Foreign Subsidiary and such other information as Bank shall reasonably require or (d) issuances of equity pursuant to options, warrants, rights of conversion or purchase or any similar rights outstanding prior to the Closing Date.

Permitted Equity Issuances means (i) the issuance of Equity Securities pursuant to any employee, officer, director or consultant compensation plan that has been approved by the majority of the Board or (ii) issuances by the Company of Equity Securities to third parties (other than as contemplated by the preceding clause (i)), including pursuant to the exercise, conversion or exchange of Equity Securities other than Callable/Puttable Shares issued prior to the Call Date or the final day of the Put Period, as the case may be, provided that, the aggregate number of shares of any such Equity Securities issued to such third parties following the Call/Put Termination Date and until the End of the Equity Limitation Period shall in no event exceed the equivalent of 25,000,000 shares of Common Stock (on an as converted basis) (such amount to be adjusted for stock splits, stock dividends, combinations and other recapitalizations). The "End of the Equity

Permitted Equity Issuances means, collectively, (a) the issuance by the Borrower of Equity Interests in the Borrower to employees of the Borrower or any of its Subsidiaries pursuant to any employee stock option plan, (b) the issuance by the Borrower of Equity Interests in the Borrower to any director of the Borrower pursuant to any non-employee stock option plan, (c) the issuance by the Borrower of Equity Interests in the Borrower to Xxxxxxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx pursuant to those two certain stock option agreements, each dated as of March 9, 2001, executed by the Borrower in favor of Xxxxxxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx, respectively, and (d) the conversion of the Convertible Subordinated Debt Facility to Equity Interests in the Borrower.