Debt and Equity Issuance Sample Clauses

Debt and Equity Issuance. No Loan Party shall issue any equity or debt securities without the prior written consent of Lender, except for the issuance of Common Stock pursuant to outstanding stock options and warrants of Borrower.
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Debt and Equity Issuance. If any Loan Party issues or incurs Indebtedness (other than Indebtedness described in Section 7.8), or if any Loan Party issues any Equity Interests, Borrowers must by no later than one (1) Business Day after the receipt by Borrowers of (i) the net cash proceeds from any such issuance or incurrence of Indebtedness or (ii) the net cash proceeds of any issuance of Equity Interests, as applicable, pay the proceeds to Lender as a mandatory prepayment of the Obligations, in each case, except as Xxxxxx may have otherwise agreed in writing.
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Debt and Equity Issuance. (a) For the purpose of this Clause 8.4:
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Debt and Equity Issuance. On the date of any issuance of public or private Debt by any GCI Entity or receipt by any GCI Entity of the proceeds of any equity issuance, except in connection with the Cable Acquisition Transactions, the Debt Offering or the Equity Offering, the Commitment shall be automatically and permanently reduced by an amount equal to 100% of the net proceeds of such Debt or equity issuance. On such date, the Company shall deliver to the Administrative Agent a certificate of an Authorized Officer certifying as to the amount of (including the calculation of) such Commitment reduction and, with respect to the Debt or equity issuance giving rise thereto, the gross proceeds thereof and the costs and expenses payable as a result thereof which were deducted in determining the amount of net proceeds, provided that, the Commitment shall not be reduced by any stock issuance in accordance with any stock option listed on SCHEDULE 2.04(B) hereto. SECTION 3. SECTION 2.05(B)(II). Section 2.05(b)(ii) on page 24 of the Credit Agreement is amended and restated in its entirety as follows:
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Debt and Equity Issuance. On the date of any issuance of public or private Debt by any GCI Entity or receipt by any GCI Entity of the proceeds of any equity issuance, except in connection with the Cable Acquisition Transactions, the Debt Offering or the Equity Offering, the Company shall repay the Obligations by an amount equal to 100% of the net proceeds of such Debt or equity issuance. On such date, the Company shall deliver to the Administrative Agent a certificate of an Authorized Officer certifying as to the amount of (including the calculation of) such repayment and, with respect to the Debt or equity issuance giving rise thereto, the gross proceeds thereof and the costs and expenses payable as a result thereof which were deducted in determining the amount of net proceeds, provided that, the Company shall not be required to repay the Obligations with the proceeds of any stock issuance in accordance with any stock option listed on SCHEDULE 2.04(B) hereto. SECTION 4. AMENDMENT TO SCHEDULES. (a) SCHEDULE 5.01. SCHEDULE 5.01 is amended to (i) delete General Communication, Inc. as the Owner of 100% of the Shares of GCI Communication Corp. and insert GCI Holdings, Inc. as the Owner of 100% of the Shares of GCI Communication Corp. (ii) add the following information: (A) GCI, Inc., organized in Alaska, with a mailing address of 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000, 100 outstanding shares, 10,000 shares authorized, 100% of the outstanding shares owned by General Communication, Inc., and such shares have no existing purchase options; (B) GCI Holdings, Inc., organized in Alaska, with a mailing address of 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000, 100 outstanding shares, 10,000 shares authorized, 100% of the outstanding shares owned by GCI, Inc., and such shares have no existing purchase options. (b) SCHEDULE 5.13. SCHEDULE 5.13 is amended to (i) delete General Communication, Inc. as the Owner of 100% of the Shares of GCI Communication Corp. and insert GCI Holdings, Inc. as the Owner of 100% of the Shares of GCI Communication Corp. (ii) add the following information: (A) GCI, Inc., organized in Alaska, with a mailing address of 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000, 100 outstanding shares, 10,000 shares authorized, 100% of the outstanding shares owned by General Communication, Inc., and such shares have no existing purchase options; (B) GCI Holdings, Inc., organized in Alaska, with a mailing address of 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 0...
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Debt and Equity Issuance. The Borrower shall, on each date on which the Borrower or any Subsidiary (other than a Guarantor) receives any Net Cash Proceeds from any Debt Issuance (other than any Borrowing) or Equity Issuance, prepay the Advances in an aggregate principal amount equal to such Net Cash Proceeds (or, if less, the aggregate unpaid principal amount of all Advances), together with accrued interest to the date of such prepayment on the principal amount prepaid and all amounts then owing under Section 8.04(b) in respect of such prepayment.
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Debt and Equity Issuance. The Borrower shall, on each date on which the Borrower or any Subsidiary (other than a Guarantor) receives any Net Cash Proceeds from any Debt Issuance (other than any Excluded Debt Issuance (as defined below)) or Equity Issuance, prepay the Advances in an aggregate principal amount equal to such Net Cash Proceeds (or, if less, the aggregate unpaid principal amount of all Advances), together with accrued interest to the date of such prepayment on the principal amount prepaid and all amounts then owing under Section 8.04(b) in respect of such prepayment. For purposes of the preceding sentence, 'Excluded Debt Issuance' means a Debt Issuance (other than a Borrowing) the terms of which are not materially more restrictive or burdensome to the Borrower and its Subsidiaries than the terms and conditions hereof if (and to the extent that), after giving effect thereto, the aggregate principal amount of all outstanding Debt resulting from Debt Issuances after the date hereof plus an amount (not less than zero) equal to (A) the aggregate principal amount of all Advances minus (B) $50,000,000 is less than $40,000,000."
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Debt and Equity Issuance. On the date of any issuance of public or private Debt by any GCI Entity or receipt by any GCI Entity of the proceeds of any equity issuance, except in connection with the Cable Acquisition Transactions, the Commitment shall be automatically and permanently reduced by an amount equal to 100% of the net proceeds of such Debt or equity issuance. On such date, the Company shall deliver to the Administrative Agent a certificate of an Authorized Officer certifying as to the amount of (including the calculation of) such Commitment reduction and, with respect to the Debt or equity issuance giving rise thereto, the gross proceeds thereof and the costs and expenses payable as a result thereof which were deducted in determining the amount of net proceeds, provided that, the Commitment shall not be reduced by any stock issuance in accordance with any stock option listed on Schedule 2.04(b) hereto. General Communication, Inc. - Form 8-K Page 72
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Debt and Equity Issuance. On the date of any issuance of public or private Debt by any GCI Entity or receipt by any GCI Entity of the proceeds of any equity issuance, except in connection with the Cable Acquisition Transactions, the Company shall repay the Obligations an amount equal to 100% of the net proceeds of such Debt or equity issuance. On such date, the Company shall deliver to the Administrative Agent a certificate of an Authorized Officer certifying as to the amount of (including the calculation of) such repayment and, with respect to the Debt or equity issuance giving rise thereto, the gross proceeds thereof and the costs and expenses payable as a result thereof which were deducted in determining the amount of net proceeds, provided that, the Company shall not be required to repay the Obligations with the proceeds of any stock issuance in accordance with any stock option listed on Schedule 2.04(b) hereto.
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Related to Debt and Equity Issuance

  • Equity Issuance Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Equity Issuances In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to fifty percent (50%) of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount).

  • Debt Issuance Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Group Member (or concurrently with the receipt of Net Cash Proceeds of any Debt Issuance by any Group Member in connection with a refinancing facility under Section 2.22), the Borrower shall make prepayments in accordance with Section 2.10(i) and (j) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

  • Debt Issuances Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

  • 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.

  • Investments; Indebtedness PNU shall not, and shall not permit any of its Subsidiaries to, other than in connection with actions permitted by Section 4.1(e), (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) by PNU or a direct or indirect wholly owned Subsidiary of PNU to or in PNU or any direct or indirect wholly owned Subsidiary of PNU, (y) pursuant to any contract or other legal obligation of PNU or any of its Subsidiaries as in effect at the date of this Agreement or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 4.1(g) of the PNU Disclosure Schedule or (ii) create, incur, assume or suffer to exist any indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures (but not in excess of amounts authorized for issuance thereunder as of the date of this Agreement) and other arrangements in existence on the date of this Agreement or trade debt and commercial finance in the ordinary course of business consistent with past practice, in each case as such credit facilities, indentures and other arrangements and other existing indebtedness may be amended, extended, modified, refunded, renewed or refinanced after the date of this Agreement which does not increase the aggregate principal amount or amount of the facility, as the case may be.

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Equity Investments Equity Investments, which, to the extent constituting Stock other than common Stock, shall be on terms and conditions and pursuant to documentation reasonably satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material to the interests of the Lenders, in an amount not less than the Minimum Equity Amount shall have been made.

  • Indebtedness, Disqualified Stock (a) Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted Indebtedness, or (b) issue Disqualified Stock.

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