Subject Issuance definition

Subject Issuance has the meaning set forth in Section 2.3(f)(ii).
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Subject Issuance means an issuance by the Company of additional Voting Securities other than issuances in connection with any stock split, subdivision, stock dividend (including dividends on preferred stock whether in the form of shares of preferred stock or common stock) or pro rata recapitalization (including any exchange of one or more series of preferred stock for another series of preferred stock) by the Company.
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Subject Issuance has the meaning set forth in clause (a) of the definition of “Qualifying Subordinated Convertible Debt.”
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Examples of Subject Issuance in a sentence

  • Brewer is a former Director and Senior Vice-President of Triton Energy Corporation, where he was responsible for worldwide exploration.

  • The Preemptive Rights Notice shall specify the number and class of New Securities to be issued in the Subject Issuance, the proposed consideration with respect to such proposed Subject Issuance and any other material terms and conditions of such proposed Subject Issuance.

  • If a holder elects not to so participate in the Subject Issuance, then the Corporation shall select an independent third party valuation firm reasonably acceptable to the holders of Series H Preferred Stock to determine whether the price per share of Common Stock received by the Corporation in the Subject Issuance was equal to the "fair market value" per share of Common Stock on the date of such Subject Issuance.

  • A Change of Control Offer Expiration Date with respect to the Trust Securities constitutes a Mandatory Exercise Event in respect of the Issuance Right following which Vistra Operations will be required to sell to the Trust Senior Secured Notes in a principal amount equal to the Change of Control Offer Issuance Amount; provided that Vistra Operations may elect to pay the Cash Settlement Amount with respect to the Change of Control Offer Subject Issuance Amount in lieu of issuing such Senior Secured Notes.

  • Any holder of Series H Preferred Stock who desires to participate in the Subject Issuance must provide notice to the Corporation not later than five days prior to the later of the date of the Subject Issuance and the date specified in the notice as the anticipated date of the Subject Issuance.

  • The Corporation shall provide notice to the holders of the Series H Preferred Stock of the intent of the Corporation to make a Subject Issuance not less than 15 days prior to the Subject Issuance together with a brief statement of the terms of the Subject Issuance ("Subject Issuance Notice").

  • In determining the "fair market value" of a share of Common Stock on the date of the Subject Issuance, the independent third party valuation firm shall take into account the size of the Subject Issuance and the liquidity of the equity sold in the Subject Issuance as well as the Market Price on the date of issuance and such other factors as the independent valuation firm deems relevant.

  • If the Company determines at any time within such one hundred twentieth (120th) day period that the issuance of all or any part of such New Securities at a price and on terms permitted by this Article VI is impractical, the Company may terminate all attempts to complete such Subject Issuance and recommence the procedures of this Article VI in their entirety without waiting for the expiration of such one hundred twentieth (120th) day period.

  • Prior to the execution of this Agreement, the Shareholder approved and adopted this Agreement for purposes of obtaining the required shareholder approval under the rules and regulations of the NYSE, including Section 312 of the NYSE Listed Company Manual (Shareholder Approval Policy), in order to permit the exercise of the Shareholder’s preemptive rights under Section 4.1(a) in respect of any Subject Issuance (the “Contractual Preemptive Rights”).

  • In the event that the Company proposes to undertake an issuance or sale, or enter into any agreements providing for the issuance or sale, of any New Securities other than Permitted Issuances (each a “Subject Issuance”), the Company shall deliver a written notice (the “Preemptive Rights Notice”) of the principal terms thereof to each Stockholder at least thirty (30) days prior to the proposed Subject Issuance.


More Definitions of Subject Issuance

Subject Issuance means an issuance by the Company of additional Voting Securities or any securities of the Company convertible into, or exchangeable or exercisable for, such Voting Securities, and options, warrants or other rights to acquire such Voting Securities or similar securities, other than issuances (i) in connection with any stock split, subdivision, stock dividend or pro rata recapitalization by the Company, (ii) of options to purchase Voting Securities, and Voting Securities, in each case issued to employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans approved by the Board of Directors, or (iii) of any Voting Securities in connection with the acquisition of another Person or business by the Company, other than an acquisition by the Company or its Subsidiaries of or from an Affiliate of the Company; provided that such acquisition has been approved by the Board of Directors, and such Voting Securities are being issued as consideration for the transaction and not in connection with third-party financing obtained for such transaction or otherwise.
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Subject Issuance shall have the meaning ascribed to such term in Section 4.11(b). "Subscription Agreement" shall have the meaning ascribed to such term in Section 2.5.
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Subject Issuance shall have the meaning ascribed to such term in the Shareholder Agreement.
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Subject Issuance has the meaning set forth in Section 6.1.
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Related to Subject Issuance

  • Net Issuance Proceeds means, in respect of any issuance of debt or equity, cash proceeds (including cash proceeds as and when received in respect of non-cash proceeds received or receivable in connection with such issuance), net of underwriting discounts and reasonable out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of a Borrower.

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • Debt Issuance means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.

  • Debt Issuances means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by the Borrower or any of its Subsidiaries from such Equity Issuance (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such Equity Issuance.

  • Subsequent Placement means the sale, grant of any option to purchase, or other disposition of by the Company, directly or indirectly, of any of the Company’s or its Subsidiaries’ equity or equity equivalent securities, including, without limitation, any Convertible Securities, Options, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Convertible Securities or Options.

  • Exempt Issuances has the meaning set forth in Section 6.

  • Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.

  • Accelerated Borrowing Base Delivery Event means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Availability at least equal to the greater of (x) $22,500,000 and (y) fifteen percent (15%) of the Loan Cap. For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability has exceeded the greater of (x) $22,500,000 and (y) fifteen percent (15%) of the Loan Cap for thirty (30) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing. The termination of an Accelerated Borrowing Base Delivery Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Accelerated Borrowing Base Delivery Event in the event that the conditions set forth in this definition again arise.

  • Equity Issuance means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

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

  • Issuance means the date of mailing of a decision or order or date of delivery if service is by other means unless another date is specified in the order.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

  • Proposed Transaction is defined in Section 6.2(a).

  • Initial Placement shall have the meaning set forth in the preamble hereto.

  • Net Proceeds Offer has the meaning provided in Section 4.16.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Net Financing Proceeds means the cash proceeds received by the Partnership in connection with any borrowing by or on behalf of the Partnership (whether or not secured), or distributed to the Partnership in respect of any such borrowing by any Subsidiary Entity, after deduction of all costs and expenses incurred by the Partnership in connection with such borrowing, and after deduction of that portion of such proceeds used to repay any other indebtedness of the Partnership, or any interest or premium thereon.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include: