Debt or Equity Offerings Sample Clauses

Debt or Equity Offerings. In the event that at any time after the Effective Date, a Borrower or any Subsidiary issues capital stock or other equity securities or receives any additional capital contribution in respect of existing capital stock or other securities or issues Debt securities or otherwise incurs Debt (in each case other than from another Loan Party, in connection with the exercise of stock options held by employees or independent sales representatives, or as part of the consideration paid to any seller of an Acquisition Target), the proceeds of which, when added to all such proceeds received by WinsLoew and its Subsidiaries since the Effective Date is greater than $5,000,000 then no later than the third Business Day following the date of receipt of such proceeds, 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith shall be applied to the prepayment of the Loans as provided in SECTION 5.11(C), provided, that if such net proceeds result from an IPO, then only 50% thereof is required to be so applied.
Sample 1Sample 2
AutoNDA by SimpleDocs
Debt or Equity Offerings. No later than the first Business Day following the issuance or incurrence by the Borrower or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by the Borrower or any of its Subsidiaries of any shares of its Capital Stock (other than as permitted under Section 6.1(g)), the Borrower shall make an offer to prepay the outstanding principal amount of the Loans in an amount in cash equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. Each Lender has the option to (i) accept such prepayment of the Loans in cash, (ii) reject such prepayment of the Loans or (iii) elect to convert its Loans into Borrower Common Shares pursuant to Article X hereof. The Borrower shall provide five (5) Business Days written notice to the Agent of its offer to make a prepayment pursuant to this Section 2.12, and the Agent shall have three (3) Business Days from the date it receives such notice from the Borrower to accept such prepayment, reject such prepayment or elect to convert into Borrower Common Shares pursuant to Article X hereof. For purposes of clarification, if any Lender elects to reject the prepayment or convert to Borrower Common Shares pursuant to Article X hereof, the Borrower shall not make the prepayment in cash required hereunder to such Lender. If the Borrower fails to make the required prepayment in cash or deliver the Borrower Common Shares, as the case may be, to any Lender, when due then (in addition to all other remedies), interest shall accrue on the prepayment amount for such Lender and the Loans for such Lender, respectively, at the Default Rate, and all amounts due shall thereafter be payable on demand. If any Lender rejects the prepayment of Loans and does not elect to convert its Loans into Borrower Common Shares, then the Borrower shall use such proceeds only for investment in Media Assets. Notwithstanding anything to the contrary set forth in this Section 2.12, during the first year following the Closing Date, no Lender will have the option to elect to convert its Loans into Borrower Common Shares pursuant to Article X hereof upon the foregoing described prepayment events. The provisions of this Section 2.12(a) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.
Sample 1
Debt or Equity Offerings. After March 31, 2000, Borrowers shall apply at least fifty percent (50%) of the net proceeds received from any offering of debt or equity by NCO Group to reduce the RC Commitment permanently.
Sample 1
Debt or Equity Offerings. At the time of any offering of debt or equity by Borrower (other than an issuance of debt under Section 6.3 (Indebtedness), or equity in connection with (x) a Permitted Acquisition, (y) a Permitted NCOP Purchase Transaction, or (z) a transaction permitted under Section 6.11 (Stock Issuances)), Borrower shall make a mandatory prepayment of the Loans, which payment shall be applied in the order provided in Section 1.4(b)(ii) hereof, in an amount equal to fifty percent (50%) of the net cash proceeds received therefrom.
Sample 1
Debt or Equity Offerings. Borrower shall cause the first Twenty Five Million Dollars ($25,000,000) of the net proceeds received from any offering of subordinated debt or equity by the Borrower or any Subsidiary Obligor prior to the Maturity Date to be applied to prepay the then-outstanding RC Loans and permanently reduce the RC Commitment; provided, however, that the total reduction of the RC Commitment required by clauses (i) and (ii) of this Section 1.7(a) shall not exceed Twenty Five Million Dollars ($25,000,000), in the aggregate.
Sample 1

Related to Debt or Equity Offerings

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Optional Redemption upon Equity Offerings At any time, or from time to time, prior to June 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that:

  • Subsequent Offerings Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities (as defined below) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security, or (iv) any such warrant or right.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Equity Financing The Permitted Investors shall have made equity contributions to, or purchased for cash equity of, Holdings in an aggregate amount that, together with all roll-over equity, constitutes not less than 40% of the pro forma capitalization of Holdings and its subsidiaries on a consolidated basis (after giving effect to the Transactions but excluding any Loans made or Letters of Credit issued under the Revolving Facility).

  • Recent Securities Transactions, etc Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

  • Indebtedness; Certain Equity Securities (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

  • Exempted Offerings Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).

  • Other Offerings The Company has not sold, issued or distributed any Securities during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or Regulation S of, the Act, other than Securities issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

Time is Money Join Law Insider Premium to draft better contracts faster.