Permitted Stock Issuance definition

Permitted Stock Issuance means that certain exception to the general proscription against the issuance of additional capital shares in effect under this Agreement, whereby the following amounts of capital stock of Donlar Bio shall be issued to the following Accounts Payable Creditors in exchange for their forgiveness of all debts and claims held by such Accounts Payable Creditors against either Borrower: (1) 80,000 shares to Xx. Xxxxx Xxxxx; (2) 200,000 shares to Xx. Xxxxxxx Xxxxx; (3) 60,000 shares to Xx. Xxxx Xxxxxxx; and (4) 125,000 shares to Xx. Xxxxxxx Xxxxxxx. No other issuance of capital shares to any party shall be a "Permitted Stock Issuance."
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Permitted Stock Issuance means and include the issuance of common equity interests by Borrower to any Person (i) so long as no Default has occurred and is continuing or would occur as a result of such issuance, in an initial public offering (x) which is underwritten by a nationally recognized investment banking firm or other Person satisfactory to Agent in its discretion, (y) in which such equity interests are distributed to at least 25 Persons (other than Persons listed on SCHEDULE 3.9), and (z) which is made pursuant to a registration statement on Form S-1, or any successor form thereto, relating to the registration of such common equity interests under the Securities Act of 1933, as amended, and other documents and agreements (including all underwriting or similar agreements and all documents filed with the Securities and Exchange Commission) in form and substance reasonably satisfactory to Agent, (ii) under the Dick's Clothing and Sporting Goods, Inc. Stock Option Plan as amended through September 19, 1995 as in effect on April 16, 1999 or (iii) upon the exercise of warrants listed on SCHEDULE 3.9 or warrants to purchase Series E Preferred Stock or common stock if the Series E Preferred Stock has previously been converted to common stock which warrants were issued in connection with the Series E, F and G Preferred Stock of Borrower in accordance with the applicable Preferred Stock Agreement.
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Permitted Stock Issuance means the issuance of aggregate shares representing up to 21.5% of the fully diluted capital stock of the Company to Dean Oliver, James Murphy and/or Gary Halloran upon such persons becoxxxx xxxxxxs xx xxxx Xxxxement in xxxxxxxxxx xith Section 12.02. For the purposes of this Agreement, "Permitted Shareholder Distribution" shall mean a cash distribution to the Controlling Shareholder in an amount not to exceed $2,000,000; provided, however, the Company shall not make any Permitted Shareholder Distribution if the payment of any such Permitted Shareholder Distribution shall cause the Tangible Net Worth of the Business to be less than $2,000,000 on Closing Date.
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Examples of Permitted Stock Issuance in a sentence

  • The remaining $200,000 of the Pay-Off Amount will be settled in exchange for capital stock pursuant to the Permitted Stock Issuance.

  • Agent and Lenders hereby consent and confirm that the IPO and IPO Transactions satisfy all conditions of clause (i) of the definition of Permitted Stock Issuance and no additional consent is needed thereunder as to the identity of any underwriter or with respect to any documents or agreement.

  • The Company's authorized capital stock consists exclusively of 200,000 shares of common stock, no par value per share, 2,000 of which are issued and outstanding as of the date hereof and, unless shares have been issued pursuant to a Permitted Stock Issuance (as defined in Section 4.01(q)), as of the Closing Date.


More Definitions of Permitted Stock Issuance

Permitted Stock Issuance means the Stock Issuance by the Borrower or any of its Subsidiaries (a) to any employee or employee benefit plan of the Borrower or any of its Subsidiaries, (b) to any seller in connection with any Acquisition by the Borrower or any of its Subsidiaries, and (c) to the Borrower or another Subsidiary.
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Related to Permitted Stock Issuance

  • Stock Issuance Program means the stock issuance program in effect under the Plan.

  • Stock Issuance Agreement means the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program.

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • CONCURRENT STOCK APPRECIATION RIGHT or "CONCURRENT RIGHT" means a right granted pursuant to subsection 8(b)(2) of the Plan.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Stock Appreciation Rights or “SAR” means a right granted to a Participant under Section 6(c).

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Stock Appreciation Right or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • Limited Stock Appreciation Right means an Award of a limited Tandem Stock Appreciation Right or a Non-Tandem Stock Appreciation Right made pursuant to Section 7.5 of this Plan.

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Restricted Stock Plan means either the RPM International Inc. 1997 Restricted Stock Plan or the RPM International Inc. 2007 Restricted Stock Plan and any successor plan or arrangement to either of such plans, but shall not be deemed to mean or include the Omnibus Plan.

  • Tandem Stock Appreciation Right means the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

  • Equity Equivalents means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

  • Non-Tandem Stock Appreciation Right means the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

  • Restricted Stock Units means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

  • Stock Rights means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.

  • Stock Appreciation Right Agreement means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan.

  • Unrestricted Stock means an Award pursuant to Section 11 hereof.

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Approved Stock Plan means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Phantom means a volume of material behaving in a manner similar to tissue with respect to the attenuation and scattering of radiation. This requires that both the atomic number (Z) and the density of the material be similar to that of tissue.