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.
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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.
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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.
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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.
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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.
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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: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

  • 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 If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

  • 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 or any Attributable Debt, except: (i) Indebtedness created under the Loan Documents and any Permitted Subordinated Indebtedness of the Borrower or its Subsidiaries to the extent the Net Proceeds thereof are used to refinance Indebtedness created under the Loan Documents; (ii) Indebtedness existing on the Closing Date and set forth in Schedule 6.01 and Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that no Subsidiary that is not a Loan Party shall have any Indebtedness to the Borrower or any Subsidiary Loan Party; (iv) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary of Indebtedness of the Borrower or any Subsidiary Loan Party; (v) Indebtedness and Attributable Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by an amount not greater than fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; provided that (1) such Indebtedness or Attributable Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (2) the aggregate principal amount of Indebtedness and Attributable Debt permitted by this clause (v), together with the aggregate principal amount of Indebtedness and Attributable Debt of the Service Company described in Section 6.18(d)(i) allocated to the Borrower and its Subsidiaries pursuant to the Shared Services Agreement, shall not exceed $15,000,000 at any time outstanding; (vi) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Refinancing Indebtedness in respect thereof; provided that (A) such Indebtedness (other than Refinancing Indebtedness) exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such entity becoming a Subsidiary) and (B) the aggregate principal amount of Indebtedness permitted by this clause (vi) shall not exceed $10,000,000 at any time outstanding; (vii) Indebtedness of the Borrower or any Subsidiary in respect of letters of credit in an aggregate face amount not exceeding $5,000,000 at any time outstanding; (viii) unsecured Indebtedness and Attributable Debt owing to the Service Company incurred pursuant to the Shared Services Transactions; and (ix) other unsecured Indebtedness (other than Indebtedness of the Borrower to any Affiliate of the Borrower) in an aggregate principal amount not exceeding $20,000,000 at any time outstanding. (b) The Borrower will not, nor will it permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests.

  • 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.

  • Third-Party Offerings Dell may offer Third-Party Products for use with the APEX Service through an online marketplace, or using Dell’s then-current Third-Party Product resale programs (e.g. “Extended Technologies Complete”, “Software & Peripherals (S&P)”). Third-Party Products that Distributor orders from Dell through these resale programs are referred to as “Third-Party Offerings”. Distributor may offer Third-Party Offerings to Reseller to offer to Customer for Customer’s use, at Distributor’s option, if available. If Distributor chooses to offer Third-Party Offerings to Reseller for Reseller to offer to Customer for Customer’s use, Distributor, Reseller, and Customer are responsible for complying with any terms applicable to the Third-Party Offerings, including any separate fees imposed by the provider of that Third-Party Offering (whether payable to Dell or directly to the third-party provider). Distributor agrees to comply with the standard license, services, warranty, indemnity, and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Distributor and the third-party manufacturer/supplier) for the Third Party Offering. Even if Dell invoices for them, Dell does not provide support services for Third-Party Offerings. Distributor must contact the applicable third-party directly for support. Third-Party Offerings are provided “AS IS”. Any warranty, damages or indemnity claims against Dell for Third-Party Offerings are expressly excluded. Dell may suspend or terminate provision and hosting of any Third- Party Offerings at any time, and that suspension or termination will not be deemed a material change to the APEX Service for the purpose of Clause 3.2 (Material Modifications).

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