Permitted Issuance definition
Permitted Issuance means the issuance by the Company of (i) shares of Common Stock (A) offered to the public pursuant to a public offering, (B) upon conversion of any of the convertible securities issued by the Company and outstanding as of the Issuance Date, (C) in connection with any dividend or distribution to the holders of Common Stock, (D) upon exercise of any Options outstanding prior to the Issuance Date or thereafter issued pursuant to any stock option or warrants or pursuant to employee stock option or executive incentive ownership plans approved by a majority of the Board of Directors of the Company, or (E) issued in connection with any stock splits, reclassifications, recapitalizations or similar events, or (ii) any Options issued pursuant to any of the plans referred to in clause (i)(D) above.
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.
Permitted Issuance means (i) the issuance from time to time by the Company of shares of Common Stock upon exercise of the Warrants, the Stock Purchase Warrant, dated even date herewith, between the Company and REI for the purchase of 14,612,796 shares of Common Stock (subject to adjustment), the Stock Purchase Warrant, dated even date herewith, between the Company and REI for the purchase of 4,000,000 shares of Common Stock (subject to adjustment) or any New Warrants (as each such Warrant may be amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof) (and any replacements thereof), (ii) the issuance from time to time by the Company of Identified Securities or of shares of Common Stock upon the exercise of Identified Securities other than Floating Price Securities, (iii) the issuance from time to time by the Company of New Warrants and (iv) the issuance by the Company of shares of Common Stock in accordance with the terms of Section 4.20 of the Investment Agreement.
Examples of Permitted Issuance in a sentence
Each Notice of Purchase and Sale required hereunder (i) shall be irrevocable, (ii) shall specify the amount of the proposed issuance (which shall be in increments of not less than $100,000) under the Notes, (iii) shall specify the proposed issuance date for such proposed issuance, which shall be a Permitted Issuance Date and (iv) shall specify wire transfer instructions in accordance with which such issuance under the Notes shall be funded, to the extend purchased by the Lenders.
Notwithstanding anything to the contrary herein, for purposes of clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower shall not be entitled to specify more than, two (2) Permitted Issuance Dates.
Not less than forty five (45) days prior to a proposed issuance of Equity Securities other than a Permitted Issuance (a “Proposed Issuance”), the Company shall deliver to each Shareholder written notice of the Proposed Issuance setting forth (a) the number, type and terms of the Equity Securities to be issued, (b) the consideration to be received by the Company in connection with the Proposed Issuance and (c) the identity of the Proposed Recipient(s).
Notwithstanding anything to the contrary contained in this Agreement, this Article IX (except for Section 9.4) shall not apply to any Permitted Issuance.
Notwithstanding anything to the contrary contained elsewhere in this section 6, no adjustment in the number of Warrant Shares purchasable upon the exercise of this Warrant or in the Exercise Price shall be made (i) with respect to Common Stock or Additional Securities issued to employees of the Company pursuant to a qualified stock option plan of the Company which is approved by the Board of Directors of the Company or (ii) as a result of a Permitted Issuance.
More Definitions of Permitted Issuance
Permitted Issuance means any issuance by the Company of shares of ------------------ Class A Common or Options (a) upon exercise of this Warrant and (b) to members of management and directors of the Company and its Subsidiaries pursuant to Section 7 of the Stockholders Agreement.
Permitted Issuance means any issuance by the Company of shares of Common Stock (a) upon exercise of the Warrants or pursuant to the exercise or conversion of any Options or Convertible Securities issued prior to the date hereof in accordance with the terms thereof as in existence on the date of execution of the Credit Agreement; (b) in connection with any dividend or distribution to the holders of the Common Stock not prohibited by any provision of the Credit Agreement; or (c) without duplication of any Options referenced in clause (a) above, of up to 3,000,000 shares (subject to appropriate adjustment for stock splits, reverse stock splits, stock dividends, recapitalizations, reorganizations and similar events recapitalizations and similar events) of Common Stock or rights or options to purchase any such shares issued to employees, directors, or consultants of the Company or any direct or indirect subsidiary or pursuant to one or more stock bonus or similar plans adopted by the Board of Directors of the Company.
Permitted Issuance means the issuance by the Company of shares of Common Stock: (a) offered to the public pursuant to a Qualified Public Offering, (b) in connection with any dividend or distribution to the holders of Common Stock, (c) upon exercise of any options or warrants outstanding prior to the Issuance Date, (d) to directors, officers, employees or consultants of the Company, (e) to any directors, officers, employees or consultants of the Company upon the exercise of any options or warrants or other rights issued after the Issuance Date, (f) in connection with any stock splits, reclassifications, recapitalizations or similar events, (g) in a private placement to non-Affiliates of the Company for purposes of raising capital or upon the exercise of any warrants issued in connection therewith, or (h) in any merger, consolidation, acquisition or business combination.
Permitted Issuance means (i) the issuance of any Shares of Common Stock pursuant to the exercise or exchange of any Convertible Securities outstanding as of the date hereof; (ii) the issuance of any Shares of Common Stock or Convertible Securities (and subsequent exercise or exchange of such Convertible Security) to independent directors, officers or employees of the Company, in connection with their service as directors of the Company or their employment by the Company or their service as an officer of the Company; (iii) the issuance of any Shares of Common Stock or Convertible Securities as consideration for the acquisition by the Company or any Subsidiary of the Company of another business entity or interest therein by merger, amalgamation, purchase of substantially all the assets or other business combination or investment, or (iv) the issuance of any Shares of Common Stock pursuant to a stock dividend or upon any stock split or other subdivision or combination of Shares.
Permitted Issuance means any issuance by the Company of shares of Common Stock (a) upon exercise of the Warrants or pursuant to the exercise or conversion of any Options or
Permitted Issuance means (a) any issuance of Equity Securities in connection with stock dividends, stock splits or stock subdivisions, (b) any issuance of Common Stock upon the conversion of the Preferred Stock or any other series or class of preferred stock of the Corporation, (c) any issuance of Equity Securities upon the exercise of options outstanding as of the Original Issue Date and in accordance with their terms as in effect on the Original Issue Date, (d) any issuance or sale of Equity Securities for the purpose of funding the payment of dividends on the Preferred Stock, (e) any issuance, sale or authorization of Equity Securities pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents, (f) any issuance, sale or authorization of Equity Securities pursuant to any future compensation arrangements for the Corporation’s directors, officers, employees, consultants and agents that are approved by the Corporation’s Compensation Committee, (g) any issuance, sale or authorization of Equity Securities pursuant to or in connection with any dividend reinvestment plan or employee stock purchase plan of the Corporation or the establishment thereof, and (h) any other issuance of Equity Securities in a private placement or similar transaction pursuant to which the Corporation raises additional capital; provided, however, that the issuances referred to in (e) through (h), in the aggregate, do not result in the issuance of shares of Common Stock or Equity Securities convertible into or exercisable or exchangeable for Common Stock in excess of 3% of the Common Stock issued and outstanding on the Original Issue Date.
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 or the Loan Warrants; (c) Common Stock or rights or options to purchase any such shares issued to employees or consultants of the Company or any direct or indirect subsidiary or pursuant to one or more stock bonus or similar plans adopted by the Board of Directors of the Company in an aggregate amount not to exceed 15% of the outstanding Common Stock on a Diluted Basis; (d) Common Stock pursuant to an underwritten offering of Common Stock registered under the Securities Act of 1933, as amended; or (e) Common Stock or rights or options to purchase any such shares issued under Company's plan of reorganization filed with the United States Bankruptcy Court for the District of Maryland (Baltimore Division) or under any agreement entered into in accordance with such plan.