Debt Issuances, Equity Issuances and Asset Sales Sample Clauses

Debt Issuances, Equity Issuances and Asset Sales. In the event that the Borrower or any of its Subsidiaries receives (including into an escrow account established by the Borrower or such Subsidiary for the purposes of funding the Acquisition) any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale then first, the undrawn Commitments shall be automatically reduced in an amount equal to 100% of the Sterling Equivalent of such Net Cash Proceeds on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds until the undrawn Commitments equal zero, and thereafter, the Borrower shall prepay the Advances in an amount equal to 100% of the Sterling Equivalent of such Net Cash Proceeds (to the extent) remaining following the reduction of the Commitments to zero, not later than three Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall (within two Business Days thereof) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice.
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Debt Issuances, Equity Issuances and Asset Sales. In the event that the Borrower or any of its Subsidiaries receives (including into an escrow account established by the Borrower or such Subsidiary for the purposes of funding the Target Acquisition) any Net Cash Proceeds arising from any Debt Issuance, Preferred Share Issuance, Equity Issuance or Asset Sale after the Effective Date (provided that any Net Cash Proceeds to be held in accordance with the terms of the Subscription Receipt Agreement described in clause (b) of such definition shall be deemed received by the Borrower or Bidco only if Barclays Bank PLC (in its capacity as the Borrower’s financial advisor) has first confirmed to the Borrower and the Agent in writing that it is satisfied, having regard to its cash confirmation responsibilities under Rules 2.7(d) and 24.8 of the Takeover Code, with the terms of that Subscription Receipt Agreement), then:
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Debt Issuances, Equity Issuances and Asset Sales. In the event that XL Group or any of its Subsidiaries receives (including, in the case of any Debt Issuances or Equity Issuances only, into escrow) following the Effective Date any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale (i) prior to the Closing Date, then the Commitments shall be automatically reduced in an amount equal to 100% of the Pounds Sterling Equivalent of such Net Cash Proceeds on the date of receipt by XL Group or such Subsidiary of such Net Cash Proceeds, (ii) during the period commencing on the Closing Date and ending on the Availability Termination Date, then an amount equal to 100% of the Pounds Sterling Equivalent of such Net Cash Proceeds shall be applied (x) first, to prepay the Loans not later than two Business Days following the receipt by XL Group or such Subsidiary of such Net Cash Proceeds and (y) second, (to the extent of any remaining Net Cash Proceeds after application to prepay the Loans) to reduce the Commitments on the date of receipt (including, in the case of any Debt Issuances or Equity Issuances only, into escrow) by XL Group or such Subsidiary of such Net Cash Proceeds or (iii) on or after the Availability Termination Date, then the Borrower shall prepay the Loans in an amount equal to 100% of the Pounds Sterling Equivalent of such Net Cash Proceeds not later than two Business Days following the receipt by XL Group or such Subsidiary of such Net Cash Proceeds; provided that no reduction of Commitments or prepayment of Loans under this Section 2.07(b) shall occur or be required unless the amount of any partial reduction or prepayment (or combination thereof) would equal or exceed £10,000,000. The Borrower shall notify the Administrative Agent of the receipt by XL Group or such Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice.
Sample 1
Debt Issuances, Equity Issuances and Asset Sales. In the event that the Borrower or any of its Subsidiaries receives on or after the Closing Date (including into an escrow account established by the Borrower or such Subsidiary for the purposes of funding the Acquisition) any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale, then the Borrower shall prepay the Loans in an amount equal to the Sterling Equivalent of 100% of such Net Cash Proceeds, not later than five Business Days following the receipt by the Borrower or such Subsidiary of such Net Cash Proceeds. The Borrower shall (within three Business Days of such Debt Issuance, Equity Issuance or Asset Sale) notify the Administrative Agent of the receipt by the Borrower or such Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice.
Sample 1

Related to Debt Issuances, Equity Issuances and Asset Sales

  • 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 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.

  • Debt Issuance Immediately upon the 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 hereinafter 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.

  • 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)).

  • Investments, Acquisitions, Loans and Advances The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to (other than for travel advances and other similar cash advances made to employees in the ordinary course of business), any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent:

  • Asset Dispositions Make any Asset Disposition except:

  • Prepayments, Etc. of Indebtedness (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that Xxxxxxx elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of Xxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.

  • Incurrence of Indebtedness and Issuance of Disqualified Stock The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur” or an “incurrence”) any Indebtedness (including, without limitation, any Acquired Indebtedness) and that the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock or Disqualified Stock; provided, however, that the Company or any Guarantor may incur Indebtedness or issue Disqualified Stock, and any Restricted Subsidiary may incur Acquired Indebtedness, in each case if the Consolidated Interest Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 3.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness or Disqualified Stock had been issued or incurred, as the case may be, at the beginning of such four-quarter period. The foregoing provisions shall not apply to the incurrence by the Company or any of its Restricted Subsidiaries of any of the following Indebtedness:

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:

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