Qualified Issuance definition

Qualified Issuance means (i) the grant, issuance or exercise of any convertible securities pursuant to a qualified or non-qualified stock option plan of the Issuer or any other bona fide employee benefit plan or incentive arrangement, adopted or approved by the Board and approved by the Issuer’s shareholders, as may be amended from time to time, (ii) the grant, issuance or exercise of any convertible securities in connection with the hire or retention of any officer, director or key employee of the Issuer, provided such grant is approved by the Board, or (iii) the issuance of any shares of Class A Common Stock pursuant to the grant or exercise of convertible securities outstanding as of the date hereof (exclusive of any subsequent amendments thereto).

Qualified Issuance means (i) the grant, issuance or exercise of any convertible securities pursuant to a qualified or non-qualified stock option plan of the Issuer or any other bona fide employee benefit plan or incentive arrangement, adopted or approved by the Board and approved by the Issuer’s shareholders, as may be amended from time to time, (ii) the grant, issuance or exercise of any convertible securities in connection with the hire or retention of any officer, director or key employee of the Issuer or any consultant, provided such grant is approved by the Board, or (iii) the issuance of any shares of Common Stock pursuant to the grant or exercise of convertible securities outstanding as of the date hereof (exclusive of any subsequent amendments thereto).

Qualified Issuance means an offering or series of offerings of stock of ITG or any Holding Company pursuant to a registration statement under the Securities Act of 1933, which stock is listed on the New York Stock Exchange or NASDAQ and the incurrence of additional non-revolving Indebtedness by ITG permitted by the terms of the Revolving Loan Agreement or otherwise consented to by Required Lenders (as defined in the Revolving Loan Agreement), which, collectively, result in gross proceeds of at least $175,000,000.”

Examples of Qualified Issuance in a sentence

• For the elimination of doubt, the foregoing limitations shall not apply with respect to any such transaction undertaken in connection with a Qualified Series A Exchange or a Qualified Issuance.

• Except as set forth on Schedule 3.1(g)(ii) and with respect to a Qualified Issuance, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

• Except as set forth on Schedule 3.1(g)(iv) and with respect to a Qualified Issuance, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.

• If the Issuer proposes to issue any Equity Securities in a Qualified Issuance, it shall give each Qualified Investor written notice of its intention in accordance with Section 11.3, describing the Equity Securities, the price and the terms and conditions upon which the Issuer proposes to issue the same.

• Each Investor who is at the relevant time period an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) (each, a “Qualified Investor”), shall have a right of first offer to purchase its pro rata share of all Equity Securities (as defined below) that the Issuer may, from time to time, propose to sell and issue after the date of this Agreement in a Qualified Issuance (as defined below), other than the Equity Securities excluded by Section 8.5 hereof.

More Definitions of Qualified Issuance

Qualified Issuance means the issuance to the holders of the 1,295,535 shares of Common Stock issued by the Company at a price of $6.25 per share pursuant to seven closings of a private placement held on December 16, 2010, December 30, 2010, January 31, 2011, March 31, 2011, April 29, 2011, May 31, 2011 and July 29, 2011, respectively, such number of shares of Common Stock as would reduce the per share purchase price paid by such holders for such shares from $6.25 per share to $5.80 per share.

Qualified Issuance has the meaning specified in Section 8.3 of this Agreement.

Qualified Issuance means an issuance of Equity Securities by the Issuer (other than the Equity Securities excluded by Section 8.5 hereof) in which the Issuer is receiving an aggregate amount of consideration of at least $500,000 from any Existing Shareholder(s).

Qualified Issuance means any issuance by the Company, on or before December 31, 2001, of any of its securities (other than debt securities with no equity feature) other than securities issued (A) upon conversion of any shares of the Company’s Preferred Stock, (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights outstanding on the date of this Agreement, (D) to an entity in connection in connection with a loan or lease by that entity, if such loan or lease transaction has been approved by the Board, (E) for services, to executive search firms, professional services firms or other professionals engaged by the Company, (F) pursuant to a firm commitment public offering, (G) pursuant to the exercise of options to purchase Common Stock granted under the Stock Option Plan (including the Initial Options, the Additional Options and any Maintenance Options), and (H) upon the conversion, exchange or exercise of any of the foregoing;

Qualified Issuance has the meaning set forth in Section 3.5(a).

Qualified Issuance has the meaning specified in the Nexstar Credit ------------------ Agreement.

Qualified Issuance means an offering or series of offerings of equity securities of the Company pursuant to a registration statement under the Securities Act which securities are listed on either the New York Stock Exchange or NASDAQ and the incurrence of additional non-revolving indebtedness for borrowed money by the Company which, collectively, result in gross proceeds of at least $175,000,000.