Debt and Equity Issuances. (A) Except as otherwise provided with respect to Second Lien Note Proceeds in clause (B) below, upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than permitted Acquisition Debt and other Indebtedness expressly permitted to be incurred or issued pursuant to Sections 7.02(a) through (i) and Sections 7.02(k) and (l)), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that with respect to Indebtedness incurred in accordance with Section 7.02, if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(A) shall be required.
(B) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness under the Second Lien Notes Documents at any time after the Amendment and Restatement Effective Date (other than Acquisition Debt permitted under Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Second Lien Note Proceeds received therefrom immediately upon receipt thereof by such Loan Party or such Subsidiary; provided, however, that if the Consolidated Leverage Ratio (calculated on a Pro Forma Basis based on the most recently delivered Compliance Certificate and financial statements delivered pursuant to Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0, no prepayment under this Section 2.05(b)(v)(B) shall be required.
(C) Upon the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests (other than any Equity Interests issued to any Loan Party or any of its Subsidiaries) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of such Net Cash Proceeds within two (2) Business Days of receipt thereof by such Person; provided, however, that, with respect to any Net Cash Proceeds realized in connection with an issuance of Equity Interests described in this Section 2.05(b)(v)(C), at the election of the Borrower (as notified by the Borrower to the Administrative Agent no more than two (2) Business Days after the date of such issuance), and so...
Debt and Equity Issuances. Without limiting the obligation of the Borrower to obtain any required consent thereto of the Required Lenders, upon any issuance of any debt or equity securities by any Credit Party or any other member of the Parent Group (including any issuance of debt or equity securities by the Ultimate Parent in connection with the Parent Equity Restructuring) or any other incurrence of Indebtedness by any Credit Party or any other member of the Parent Group (other than (i) the incurrence of revolving credit loans pursuant to revolving credit commitments outstanding on the date of this Agreement under the PM&C Credit Agreement, (ii) the incurrence by any member of the PM&C Group of any "Permitted Seller Debt" or "Permitted Seller Subordinated Debt" as defined in the PM&C Credit Agreement, (iii) any Exemption-Eligible Equity Issuance, but only as to the Exempt Equity Proceeds thereof, (iv) the issuance of equity securities of the Parent in payment of a portion of the purchase consideration for an acquisition that constitutes a "Permitted Acquisition" as defined in the PM&C Credit Agreement, and (v) the incurrence of up to $11,000,000 in purchase money mortgage indebtedness for the Marlborough Acquisition), the Borrower shall prepay the Notes in an aggregate amount equal to 100% of the net cash proceeds of such issuance or incurrence, except any such net cash proceeds that have been applied to the mandatory prepayment (without right to reborrow) of Indebtedness outstanding under the PM&C Credit Agreement. In addition, if at any time any net cash proceeds from an Exemption-Eligible Equity Issuance cease to be Exempt Equity Proceeds pursuant to the provisions of clause (iii) in the definition of "Exemption-Eligible Equity Issuance", then the Borrower shall prepay the Notes in an aggregate amount equal to 100% of such net cash proceeds.
Debt and Equity Issuances. During any period in which the Borrower has a senior unsecured (non-credit enhanced) long term debt rating from S&P of below BBB- and a senior unsecured (non-credit enhanced) long term debt rating from Xxxxx'x of below Baa3, immediately upon receipt by the Borrower or any Subsidiary of proceeds from any Debt or Equity Issuance (as defined below) the Borrower shall cause 50% of the net cash proceeds of such Debt or Equity Issuance to be applied as follows: (A) to prepay the principal amount of any borrowings outstanding under the Revolving Facilities, with such prepayment applied pro rata to the Revolving Facilities (based on outstanding commitments thereunder) to the extent of outstanding borrowings under each Revolving Facility (it being understood that the aggregate amount of prepayments required to be made by the Borrower under both Revolving Facilities shall not exceed 50% of the net cash proceeds of such Debt or Equity Issuance); and
Debt and Equity Issuances. Immediately upon receipt by a Credit Party or any of its Subsidiaries of proceeds from (A) any Debt Issuance, the Loans shall be prepaid in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set forth in clause (vi) below) or (B) any Equity Issuance, the Loans shall be prepaid in an aggregate amount equal to fifty percent (50%) of the Net Cash Proceeds of such Equity Issuance (such prepayment to be applied as set forth in clause (vi) below); provided, that any prepayment of the Term Loan B as a result of a mandatory prepayment under this
Debt and Equity Issuances. During any period in which the Borrower has a senior unsecured (non-credit enhanced) long term debt rating from S&P of below BBB- and a senior unsecured (non-credit enhanced) long term debt rating from Xxxxx'x of below Baa3, immediately upon receipt by the Borrower or any Subsidiary of proceeds from any Debt or Equity Issuance (as defined below) the Borrower shall prepay the principal amount of Revolving Loans outstanding under the Facilities in an aggregate amount equal to 50% of the net cash proceeds of such Debt or Equity Issuance. Such prepayment shall (A) be applied pro rata to the Facilities (to the extent of outstanding Revolving Loans under each Facility), (B) permanently reduce the Revolving Committed Amount (and the Revolving Commitments of the Lenders on a pro rata basis) on a Dollar for Dollar basis and (C) be accompanied by interest on the principal amount prepaid through the date of prepayment. For purposes hereof, "Debt or Equity Issuance" means the issuance by the Borrower or any of its Subsidiaries (to a Person other than the Borrower or any of its Subsidiaries) of (I) any Indebtedness for borrowed money in the form of publicly issued or privately placed bonds or other debt securities with a maturity of three years or greater or (II) any shares of capital stock or other equity securities.
Debt and Equity Issuances. On each date after the Closing Date on which Industries or any of its Subsidiaries receives any Net Equity Proceeds or any Net Debt Proceeds, Group shall prepay or shall cause the other Borrowers to prepay the outstanding Bridge Obligations, the Obligations and Senior Debt (a) with respect to Net Equity Proceeds, in an amount equal to 50% of any Net Equity Proceeds received by Industries or any of its Subsidiaries (the "Available Net Equity Proceeds") and (b) with respect to Net Debt Proceeds, in an amount equal to 100% of such Net Debt Proceeds as follows: first to prepayment of the Bridge Obligations until all such Bridge Obligations have been paid in full and second, to prepayment of the Obligations in accordance with the terms of Section 2.9.5 and to any Senior Debt that remains outstanding (but only to the extent any such Senior Debt requires a prepayment thereof out of Available Net Equity Proceeds or Net Debt Proceeds, respectively) on a ratable basis determined according to the principal amount of the Loans and the Facility Letter of Credit Obligations and the principal amount (and premium, if any) of such Senior Debt, in each case outstanding as of such date; provided that any Available Net Equity Proceeds or Net Debt Proceeds not applied to prepayment of the Senior Debt shall be applied to prepayment of the Obligations in accordance with Section 2.9.5.
Debt and Equity Issuances. Optional Repayments of Revolving Credit Loans........................................41 ---------------------------------------------
Debt and Equity Issuances. In the event that any of the ------------------------- Borrowers or any of their Subsidiaries shall issue new debt or sell or issue any shares of their stock, options or warrants for the purchase of its stock or other equity or equity instruments (other than (i) stock, warrants and options awarded to employees and directors pursuant to incentive compensation plans or other Employee Benefit Plans operated by such Persons and (ii) equity and equity instruments issued by any Borrower or any Subsidiary to finance any acquisition previously consented to in writing by the Administrative Agent or otherwise permitted pursuant to Section 9.5), then, immediately upon the receipt thereof, the Borrowers shall, or shall cause such Subsidiary to, repay the Obligations in an amount equal to one hundred percent (100%) of (i) the Net Cash Proceeds of such issuance of new debt or (ii) the Net Cash Equity Issuance Proceeds of sale or issuance of new equity (as the case may be), such repayment of the Obligations to be in the manner set forth in Section 3.2.1.
Debt and Equity Issuances. Upon the receipt by the Borrower after the Closing Date of the Net Cash Proceeds (x) of any Debt Issuance not permitted under Section 7.03 or (y) from the sale or issuance by the Borrower of any of its Equity Interests, in each case the Borrower shall, immediately upon the realization or receipt by the Borrower of such Net Cash Proceeds, prepay the Loans as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.
Debt and Equity Issuances. In the event of any Equity Issuance or the incurrence of any Take-Out Debt, the Borrower shall, upon at least three (3) Business Days prior written notice to the Administrative Agent (who shall promptly notify the Lenders) and no later than five (5) Business Days following receipt of the Net Proceeds of such
