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).

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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

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.
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.
Section 1.01 of the Credit Agreement shall be amended by deleting the definitions of "GOF Letter of Credit", "New Senior Subordinated Notes", "New Senior Subordinated Notes Indenture", "Qualified Issuance Proceeds", "Qualified Prepayment Proceeds" and "Subordinated Debt Documents".
The Company will, upon the occurrence of the Qualified Issuance, following not less than three (3) Business Days’ notice to the Purchasers, pay (i) one-half of the outstanding amount of the PIK Interest as of the date of consummation of the Qualified Issuance at par plus all accrued but unpaid interest on such PIK Interest prepaid and (ii) one-half of the accrued but unpaid interest in respect of the outstanding principal amount of the Initial Notes accruing since the most recent Interest Payment Date.
Notwithstanding the foregoing, (i) the Company may not prepay the Notes, in whole or in part, at any time on or before June 6, 2008 unless the Qualified Issuance shall have occurred on or before the date of such prepayment and (ii) any prepayment of PIK Interest (whether or not such PIK Interest is represented by a PIK Note) shall be paid at par.

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 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 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 shall have the meaning ascribed to it in Section (A)(3) of Article IX.

Qualified Issuance means (i) securities issued upon exercise of the Warrants; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares issued in connection with a merger, consolidation, acquisition, or similar business combination approved by the board of directors; (iv) shares issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved by the Board; and (v) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees, officers or directors of, or consultants to, the Company pursuant to any plan up to 10% of the total issued and outstanding shares of Common Stock immediately following the final Closing.

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