Debt and Equity Proceeds Sample Clauses

Debt and Equity Proceeds. Not less than two (2) Business Days prior to the closing of any transaction in which Borrower or Guarantor issues any debt or equity securities (other than in connection with (i) Guarantor's dividend reinvestment plan or (ii) the exercise of stock options under Guarantor's stock option plans), Borrower shall deliver to Administrative Agent a compliance certificate in the form of Exhibit E (based on the most recent financial information available to Borrower or Guarantor and taking account of the proposed transaction) signed and certified by an authorized financial officer of Borrower. If such compliance certificate discloses any Default or Event of Default, then upon the closing of such securities transaction, unless the Required Lenders otherwise agree in writing, Borrower shall repay to Administrative Agent, for the account of the Lenders and application to the outstanding principal amount of the Loans, an amount sufficient to cure all such Defaults or Events of Default (up to the issuance proceeds of such debt or equity securities net of any actual out-of-pocket costs incurred by Borrower or Guarantor in connection with the issuance of such securities).
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Debt and Equity Proceeds. Unless otherwise agreed in writing by the Required Lenders, each Borrower shall make mandatory prepayments of the Revolving Credit Loans in amounts equal to 100% of the Net Cash Proceeds received by such Borrower or any of its Subsidiaries in connection with the issuance of any Debt or equity securities by such Borrower.
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Debt and Equity Proceeds. The Loan Parties shall make mandatory prepayments of the Notes and Obligations in the manner set forth in Section 4.05(e) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any (i) incurrence of Indebtedness (other than Permitted Indebtedness) by any Loan Party or a Subsidiary thereof or (ii) issuance of Equity Interests by the Parent; provided that such mandatory prepayment under this clause (ii) shall not apply to (A) with respect to Net Cash Proceeds received from the exercise of options or warrants issued by the Parent (including from the issuance of common stock upon the exercise of (x) warrants outstanding on the date hereof, (y) the warrants and options to acquire common stock issued pursuant to the Minrad 2004 Stock Option Plan and Minrad International, Inc. Director’s Compensation Plan), the first $3,000,000 of Net Cash Proceeds from such exercises received in Fiscal Year 2008 and the first $1,000,000 of Net Cash Proceeds from such exercises received in each of Fiscal Year 2009 and Fiscal Year 2010 and (B) with respect to Net Cash Proceeds above such caps and/or Net Cash Proceeds received from other issuances of Equity Interests by the Parent, fifty percent (50%) of such Net Cash Proceeds, in all cases to the extent the remaining Net Cash Proceeds are invested in the Company and used for growth capital. Such prepayments are to be made within two (2) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
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Debt and Equity Proceeds. The Borrowers shall make mandatory prepayments first, to the Pre-Petition Senior Obligations until paid in full, and thereafter to the Obligations in the manner set forth in Section 4.05(c) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from (i) any incurrence of Indebtedness (other than Permitted Indebtedness) by any Borrower or a Subsidiary thereof and (ii) any issuance of Equity Interests by any Borrower or a Subsidiary thereof (other than from any issuance to another Borrower, D. X. Xxxx Laminar Acquisition Holdings 3, L.L.C. and its Affiliates or members of management, key employees or directors pursuant to stock option, stock grant or similar plans for the benefit of management, key employees or directors generally). Such prepayments are to be made within two (2) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.
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Debt and Equity Proceeds. Upon receipt by any Credit Party of the proceeds from the incurrence of Debt or issuance of any Debt securities or Capital Stock (including for purposes hereof a contribution of additional paid-in capital) (so long as no Change of Control would result therefrom, other than (i) proceeds of Debt expressly permitted pursuant to Section 5.1, (ii) proceeds of the issuance of Capital Stock received on or before the Closing Date, (iii) proceeds from the issuance of Capital Stock to members of the management of any Credit Party or, so long as no Event of Default is then in existence, to any Person that on the Closing Date owns Capital Stock of Parent, (iv) proceeds of the issuance of Capital Stock to Borrower or any Wholly-Owned Subsidiary and (v) proceeds of the issuance of Capital Stock concurrently used to finance the consummation of a Permitted Acquisition), an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such incurrence or issuance;
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Related to Debt and Equity Proceeds

  • 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.

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

  • 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.

  • 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.

  • Proceeds of Collateral Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • Proceeds of Dispositions; Expenses The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

  • Condemnation Proceeds all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited by the Master Servicer into an Escrow Account and not deposited in the Collection Account;

  • Indebtedness of Subsidiaries The Company will not at any time permit any Subsidiary, directly or indirectly, to create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable for, any Indebtedness other than: (a) Indebtedness of a Subsidiary outstanding on the Closing Date and listed on Schedule 5.15 and any extension, renewal or refunding thereof, provided that the principal amount outstanding at the time of such extension, renewal or refunding is not increased; (b) Indebtedness of (a) any Subsidiary to any Wholly-Owned Subsidiary, (b) the Company or any Co-Obligor to any Wholly-Owned Subsidiary, (c) Lxxxxxx Finance Company B.V. to any Subsidiary (other than any Subsidiary Guarantor) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time and (d) any one or more Co-Obligors to Hxxxxx CBI, Limited in the aggregate outstanding principal amount not to exceed $100,000,000; provided, that if either the Company or any Co-Obligor is the obligor on such Indebtedness, such Indebtedness may only be due either the Company or a Co-Obligor and shall be expressly subordinate to the payment in full in cash of the Credit Obligations on terms reasonably satisfactory to the Administrative Agent; (c) guaranties by a Subsidiary Guarantor of Indebtedness of the Company; (d) Indebtedness under the Credit Agreement outstanding from time to time; (e) Indebtedness under the Existing Note Purchase Agreement outstanding from time to time; (f) Indebtedness with respect to the Hedging Arrangements pursuant to which the Company or any Subsidiary has hedged its reasonably estimated interest rate, foreign currency or commodity exposure, and which are non-speculative in nature; (g) Indebtedness under the LOC Agreements and guaranties thereof by the Subsidiary Guarantors; (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Contingent Obligations of the Company and its Subsidiaries identified as such on Schedule 7.11(h) to this Agreement; (iii) Contingent Obligations (x) incurred by any Subsidiary of the Company to support the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) of any other Subsidiary of the Company in the ordinary course of business, (y) incurred by any Subsidiary of the Company under the Credit Agreement, or (z) with respect to surety, appeal and performance bonds and Performance Letters of Credit obtained by the Company or any Subsidiary in the ordinary course of business; and (iv) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; and (i) Indebtedness of a Subsidiary not otherwise permitted by the preceding clauses (a) through (g), provided that immediately before and after giving effect to the incurrence thereof and to the application of the proceeds thereof, (i) no Default or Event of Default exists, and (ii) the aggregate amount of all Indebtedness incurred pursuant to this Section 7.11(h) does not exceed 20% of Consolidated Net Worth.

  • Permitted Indebtedness Neither the Company nor any Subsidiary ---------------------- will create, incur or assume any Indebtedness other than: (a) Indebtedness represented by or incurred under the Notes and the Purchase Agreement and the Revolving Credit Facility; (b) Indebtedness incurred to prepay or repay in full the remaining outstanding principal amount of Notes and all other amounts due thereon or under the Purchase Agreement; (c) Indebtedness existing on the Closing Date and identified on the Disclosure Schedule; (d) Indebtedness incurred solely as an extension, renewal, refinancing or replacement of Indebtedness of the Company or of its Subsidiaries under clause (iii) above (but excluding any Indebtedness under clause (iii) above to the extent such Indebtedness is repaid with the proceeds from the sale of the Notes and Warrants), provided that any such extension, renewal or refinancing (A) shall be on terms which on balance are substantially as favorable to the Company (or the relevant Subsidiary) as the terms of such existing Indebtedness (other than changes in the amount of the interest rate and other than the imposition of additional Liens permitted by Section 9.10(f) hereof) and (B) shall not be in a greater principal amount or have a shorter average life or earlier maturity than such existing Indebtedness; (e) Indebtedness in an aggregate principal amount outstanding not exceeding $20,000,000 incurred solely to finance the purchase price of additional towers and related facilities and equipment; (f) Interest Rate Protection Agreements required by the Revolving Credit Facility or incurred for hedging purposes in the ordinary course of business; and (g) Additional Indebtedness in an amount which , together with sale and leaseback obligations permitted under Section 9.11, does not exceed $2,000,000.

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