Permitted Private Placement definition

Permitted Private Placement means the transactions pursuant to which the Borrower has incurred, or has the right to incur, certain privately placed Indebtedness pursuant to the Note Documents.
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Permitted Private Placement means the private placement offering and sale of shares of common stock of Parent for consideration consisting solely of cash, Old Senior Notes or New Senior Notes (or any combination thereof).
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Permitted Private Placement means the issuance by the Company of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) in one (but no more than one) transaction conducted pursuant to a valid exemption from registration under the 1933 Act, with the aggregate offering amount of such privately issued securities to be no greater than $20,000,000, which transaction may occur on or about the date on which the Form 20-F referenced in Section 5(c) is filed or at any time on or prior to the Self Filing Effective Date.
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Examples of Permitted Private Placement in a sentence

  • The Parent is not in default in any respect under any of the Prudential Existing Notes (or under either note agreement pursuant to which they were issued) or under any outstanding Future Permitted Private Placement Debt (or under any note or other agreement pursuant to which such Debt shall have been issued).

  • In consideration of the Lenders' agreement to extend theRevolving Commitment Period Expiration Date and consent to the incurrence of Permitted Private Placement Indebtedness as provided for herein, the Borrower agrees to pay to the Administrative Agent a facility fee in the amount of$71,121.01 (the "Facility Fee") for distribution to the Lenders in proportion to their respective Percentages.

  • Notwithstanding anything to the contrary set forth above and so long as any Permitted Private Placement Debt is outstanding, the Borrower shall satisfy the requirements for prepayments under this clause (e) if the Borrower prepays the Loans in an amount not less than the Lenders’ Pro-Rata Share of such net proceeds and the balance of such net proceeds are required to be used, and are used, to prepay Permitted Private Placement Debt.

  • However, the hotel would occupy a city centre location which is well served by public transport, taxis and Dublin Bikes, and there are several public car parks in close proximity to the site.

  • On or prior to the fifth (5th) Trading Day prior to the consummation of a Permitted Private Placement (as defined in the Securities Purchase Agreement), the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Permitted Private Placement Notice”).

  • The Permitted Private Placement shall have been consummated in accordance with the subscription agreements related thereto delivered to the Administrative Agent in accordance with Subpart 4.5 above, and such subscription agreements shall not have been amended, supplemented, modified or waived without the consent of the Administrative Agent.

  • The Permitted Private Placement Redemption Price shall be paid directly from the proceeds of the Permitted Private Placement.

  • In the event of a Permitted Private Placement, the Borrower may use the Net Offering Proceeds received therefrom only: (i) for repayment of the Loans and other Obligations outstanding hereunder, subject to the payment of any amounts under Section 5.2(f) hereof,(ii) for the acquisition of interests in businesses consistent with the businesses described in Section 10.4 hereof, and (iii) up to a maximum of $25,000,000, for working capital and general corporate purposes.

  • Section 9.2 of the Credit Agreement is hereby amended by deleting the period after clause (l) and substituting "; and" in lieu thereof, and by adding the following additional clause immediately following clause (l): (m) Liens securing Permitted Private Placement Indebtedness.

  • Holdings shall have received Net Equity Proceeds from the Permitted Private Placement at least equal to $50,000,000.


More Definitions of Permitted Private Placement

Permitted Private Placement means the transaction consummated on or about the Closing Date on terms and conditions satisfactory to the Agent and pursuant to which the Borrower has incurred, or has the right to incur, certain privately placed Indebtedness pursuant to clause (iii) of the definition of Note Documents.
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Permitted Private Placement means the issuance of up to $60,000,000 of Holdings Common Stock (valued at approximately $12.50 per share) pursuant to the Subscription Agreements between Holdings and the various subscribers party thereto.
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Permitted Private Placement shall have the meaning set forth in Section 4.1(c)(i) hereof.
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Related to Permitted Private Placement

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Interstate placement means the arrangement for the care of a child in an adoptive home, foster care placement or in the home of the child's parent or with a relative or nonagency guardian, into or out of the Commonwealth, by a child-placing agency or court when the full legal right of the child's parent or nonagency guardian to plan for the child has been voluntarily terminated or limited or severed by the action of any court.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • securities lending transactions means transactions whereby a Sub-Fund lends its Securities to a security-borrowing counterparty for an agreed fee.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.

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

  • Permitted Notes means and include (i) any Permitted Junior Notes and (ii) any Permitted Pari Passu Notes.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Permitted Investor means collectively, Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners-D, LP, Quantum Strategic Partners and each of their Permitted Transferees (as defined in the Investors Agreement, dated as of March 29, 2018, by and among the Parent and the other signatories thereto).

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).

  • 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.

  • Restricted Securities Legend has the meaning set forth in Section 8.2(b).

  • Permitted Securities means any of the following:

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;