Preferred Stock Issuance Sample Clauses
The Preferred Stock Issuance clause defines the terms and conditions under which a company may issue preferred shares to investors. Typically, this clause outlines the rights, preferences, and privileges attached to the preferred stock, such as dividend rates, liquidation preferences, and conversion rights. For example, it may specify that new preferred shares cannot be issued with superior rights to existing preferred shareholders without their consent. The core function of this clause is to protect the interests of current preferred shareholders by ensuring their rights are not diluted or subordinated by future issuances.
Preferred Stock Issuance. Section 2.1 .............4
Preferred Stock Issuance. Administrative Agent shall have ------------------------ received evidence, including, without limitation, opinions of counsel, satisfactory to Agents that the Preferred Stock has been issued and sold as contemplated on the date hereof, for gross proceeds of at least $50,000,000, pursuant to the Preferred Stock Documents.
Preferred Stock Issuance. Prior to the Closing, the SPAC shall, subject to compliance with applicable Law, declare an issuance of shares of New SPAC Series A Preferred Stock (the “Preferred Stock Issuance”), which issuance will be conditioned upon the occurrence of the Effective Time and shall have a record date and time that is as of the close of business on the Closing Date. Pursuant to the Preferred Stock Issuance, each holder of record of shares of New SPAC Common Stock as of the close of business on the Closing Date (other than (a) the stockholders of the Company who have waived such stockholders’ entire right, title and interest in, to or under, any participation in the Preferred Stock Issuance by virtue of executing the Written Consent (which, for clarity, shall exclude such waiver with respect to shares of New SPAC Common Stock to be received as a result of the conversion of any Company Note) and (b) the Sponsor, who shall have waived right, title and interest in, to or under, a portion of the Preferred Stock Issuance, as further described in the Sponsor Support and Forfeiture Agreement) shall receive a number of shares of New SPAC Series A Preferred Stock equal to the number of shares of New SPAC Common Stock held by such holder as of immediately following the effective time of the filing of the Certificate of Designations. For the avoidance of doubt, in no event shall the Preferred Stock Issuance result in any fraction of a share of SPAC Series A Preferred Stock being issued, and there shall be no consideration paid or payable in respect of any rounding pursuant to the preceding sentence.
Preferred Stock Issuance. Create, issue, incur, assume, become liable in respect of or suffer to exist any Preferred Stock other than Preferred Stock outstanding on the Closing Date, unless: (i) at the time of such issuance and after giving effect thereto, the portion of the Pro Forma Incurrence Tests set forth in clause (a) of the definition of Pro Forma Incurrence Tests is met, (ii) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or with the passage of time, no amount, other than quarterly cash dividends, is payable, matures, is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable or convertible at the option of the holder thereof, in whole or in part, on or prior to the date that is two (2) years after the Revolving Termination Date other than any redemption, exchange or conversion only into common stock of the Company or any other redemption, exchange or conversion rights that cannot be exercised prior to the date that is two (2) years after the Revolving Termination Date, (iii) at the time of such issuance and after giving effect thereto, no Default or Event of Default shall exist or would exist, and (iv) the Company shall have delivered to the Co-Administrative Agents a certificate in reasonable detail reflecting compliance with each of the forgoing requirements of this SECTION 7.17, including calculation with supporting detail regarding the portion of the Pro Forma Incurrence Tests set forth in clause (a) of the definition of Pro Forma Incurrence Tests is met, together with such other evidence of compliance with the forgoing requirements of this SECTION 7.17 as the Co-Administrative Agents may reasonably request.
Preferred Stock Issuance. In the event that Borrowers do not comply with the requirements set forth in Section 5.03 by the date specified therein, (a) on or before October 31, 2013, Agent shall have received a binding term sheet entered into by Borrowers in connection with a preferred stock investment in Empeiria, in an aggregate amount of at least $1,000,000, to be made on or before November 14, 2013, and (b) on or prior to November 14, 2013, (i) Borrowers shall deliver to Agent copies of the material definitive agreements to be executed in connection with such preferred stock investment in Empeiria in an aggregate amount of at least $1,000,000; provided that any issuance of Equity Interests in connection with such investment would not constitute Disqualified Equity Interests, and (ii) Agent shall have received evidence in form satisfactory to it that (A) Empeiria has received net cash proceeds of such preferred stock investment in an aggregate amount of at least $1,000,000; provided that any issuance of Equity interests in connection with such investment would not constitute Disqualified Equity Interests, (B) Empeiria has made a capital contribution to Holdings equal to 100% of such net cash proceeds, and (C) Holdings has made a capital contribution to IDE equal to 100% of such net cash proceeds, all of which proceeds shall be deposited into a deposit account of IDE maintained with Agent and shall be immediately applied to repay the outstanding Advances under the Credit Agreement, and no portion of such proceeds shall be used to prepay or repay any Elm Park Indebtedness.
Preferred Stock Issuance. 50 7.29 Liabilities of Leases Subsidiary................................50 7.30
Preferred Stock Issuance. Create, issue, incur, assume, become liable in respect of or suffer to exist any Preferred Stock, unless: (i) at the time of such issuance and after giving effect thereto, the portion of the Pro Forma Incurrence Tests set forth in clause (b) of the definition of Pro Forma Incurrence Tests is met, (ii) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or with the passage of time, no amount, other than quarterly cash dividends, is payable, matures, is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable or convertible at the option of the holder thereof, in whole or in part, on or prior to the date that is two (2) years after the Revolving Termination Date other than any redemption, exchange or conversion only into common stock of the Company or any other redemption, exchange or conversion rights that cannot be exercised prior to the date that is two (2) years after the Revolving Termination Date, (iii) at the time of such issuance and after giving effect thereto, no Default or Event of Default shall exist or would exist, and (iv) the Company shall have delivered to the Administrative Agent a certificate in reasonable detail reflecting compliance with each of the forgoing requirements of this Section 7.17, including calculation with supporting detail regarding the portion of the Pro Forma Incurrence Tests set forth in clause (b) of the definition of Pro Forma Incurrence Tests is met, together with such other evidence of compliance with the forgoing requirements of this Section 7.17 as the Administrative Agent may reasonably request.
Preferred Stock Issuance. Permit there to be any issuance of preferred stock in Borrower or any Subsidiary Mortgagor.
Preferred Stock Issuance. The Borrower shall request the Lender’s approval, if any party seeks to exercise the put/call provisions contained in any preferred stock issuance.
Preferred Stock Issuance. The Company expects to issue Series F convertible preferred stock with a par value of $0.01 and a stated value of $1,000 per share, which are convertible into shares of Common Stock (“Series F Preferred Stock”) to High Trail Capital LP or an affiliate thereof (the “Series F Preferred Stock Investor”) for total proceeds of $150.0 million. After deducting offering expenses payable by the Company, the total net proceeds are expected to be approximately $140.8 million. The Series F Preferred Stock Investor is entitled to quarterly dividends beginning on June 1, 2025 at a rate of 12.0% per annum from; provided that, from, including and after the date that is the six month anniversary of the maturity of the Existing Credit Agreement, the dividend rate will be 25.0%. The Company has the option to pay these dividends by issuing Common Stock provided certain equity conditions are satisfied, which it plans to do; therefore, it has included the shares of Common Stock related to the Series F Preferred Stock dividend in its weighted average shares outstanding. The Company has determined that some of the Series F Preferred Stock conversion features have debt-like characteristics, therefore, it has presented the Series F Preferred Stock in Mezzanine Equity on the unaudited pro forma condensed combined balance sheet as of December 31, 2024.