Equity and Debt Issuances. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (i) the issuance or Sale by the Borrower of its own Stock (other than any issuance of common Stock of the Borrower occurring in the ordinary course of business to any director, member of the management or employee of the Borrower or its Subsidiaries), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 50% of such Net Cash Proceeds or (ii) the incurrence by any Loan Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon any of clauses (a) through (i) of Section 8.1), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds.
Equity and Debt Issuances. Upon any Equity Issuance or Debt Issuance, ------------------------- the Borrowers shall prepay the Loans, and the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds thereof, such prepayment and reduction to be effected in each case in the manner and to the extent specified in paragraph (d) of this Section 2.09.
Equity and Debt Issuances. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from:
(i) the issuance or Sale by the Issuer of its own Stock or Stock Equivalent (other than any issuance of common Stock or Stock Equivalent of the Issuer occurring in the ordinary course of business to any director, member of the management or employee of the Issuer or its Subsidiaries and Excluded Stock Issuances), the Issuer shall immediately pay or cause to be paid to the Purchasers an amount equal to 100% of such Net Cash Proceeds, provided, however, that no mandatory prepayment shall be required for Stock issued in accordance with Section 8.4(f)(i) (x) at any time prior to June 1, 2010, and (y) subsequent to June 1, 2010, so long as immediately prior to any such payment under this clause (y), the Consolidated Total Leverage Ratio shall not be greater than 0.25% less than the then-applicable covenant level under Section 5.1; or
(ii) the incurrence by any Loan Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon any of clauses (a) through (m) of Section 8.1), the Issuer shall immediately pay or cause to be paid to the Purchasers an amount equal to 100% of such Net Cash Proceeds.
Equity and Debt Issuances. Subject to clause (e), below, upon receipt on or after the Closing Date by any Loan Party of Net Cash Proceeds arising from (i) the issuance or Transfer by any Borrower of its own Equity Interests (other than any issuance of common Equity Interests of any Borrower occurring in the ordinary course of business to any director, member of the management or employee of such Borrower or any Subsidiary of such Borrower), the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds or (ii) the incurrence by any Borrower of Indebtedness of the type specified in clause (a) or (b) of the definition thereof, the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to 100% of such Net Cash Proceeds.
Equity and Debt Issuances. Within one Business Day of receipt by any Loan Party or any of its Subsidiaries (other than the “Group Members” (as defined in the CDF1 Credit Agreement) or the “Group Members” (as defined in the CDF2 Credit Agreement)) of Net Cash Proceeds arising from (i) the issuance or Sale by such Loan Party of its own Stock (other than any issuance of common Stock by a Loan Party occurring in the ordinary course of business to any director, member of the management or employee of a Loan Party or its Subsidiaries pursuant to an incentive unit grant agreement or employee benefit plan as in effect from time to time or issuance of directors’ qualifying units), provided, in each case, that it shall be a condition to the issuance or Sale of such Stock of a Loan Party that such Stock be pledged to the Collateral Agent, for the benefit of the Secured Parties, to secure the Obligations), the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment of the outstanding principal amount of the Term Loans in an amount equal to 100% of such Net Cash Proceeds, or (ii) after the Discharge of the CDF1 Credit Agreement Obligations, the incurrence by any Phase I Group Member of Indebtedness of the type specified in clause (a) or (b) of the definition thereof (other than any such Indebtedness permitted hereunder in reliance upon either of clauses (a) and (b) of Section 8.01)), the Borrower shall pay or cause to be paid to the Administrative Agent a prepayment in an amount equal to 100% of such Net Cash Proceeds.
Equity and Debt Issuances. Upon receipt on or after the Closing Date by any Credit Party or any of its Subsidiaries of net cash proceeds arising from (i) the issuance or Sale of its own Stock (other than any Stock of Borrower which has been issued pursuant to an employee stock option plan that has been approved in writing by Lender, a "STOCK OPTION PLAN"), Borrower shall immediately pay or cause to be paid to Lender an amount equal to 100% of such net cash proceeds or (ii) the incurrence by any Credit Party or any of its Subsidiaries of Indebtedness (other than any such Indebtedness permitted under Section 6.3.3 hereof), Borrower shall immediately pay or cause to be paid to Lender an amount equal to 100% of such net cash proceeds.
Equity and Debt Issuances. Upon receipt on or after the Closing Date by any Loan Party or any of its Subsidiaries of Net Cash Proceeds arising from (A) the issuance or Disposition by any Loan Party of any Equity Interests of any Loan Party or its Subsidiaries, except for the issuance of any Equity Interests in any Borrower to another Borrower, the Borrowers shall immediately pay or cause to be paid to Administrative Agent an amount equal to 100% of such Net Cash Proceeds; provided, however, so long as no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Borrower reinvests such Net Cash Proceeds in a Permitted Acquisition identified in subpart (iv) of the definition thereof; or (B) the incurrence by any Loan Party or any of its Subsidiaries of Indebtedness of the type specified in clause (a) of the definition thereof, the Borrowers shall immediately pay or cause to be paid to Administrative Agent an amount equal to 100% of such Net Cash Proceeds.
Equity and Debt Issuances. Upon receipt on or after the Third Restatement Effective Date by any Credit Party of Net Cash Proceeds arising from (i) the issuance or sale or other disposition by Holdings of its own equity securities (other than (1) proceeds of the issuance of equity securities by Holdings which are contributed to Borrower (excluding proceeds from an initial public offering), (2) proceeds from the issuance of equity securities to, or upon the exercise of options or warrants by, members of the management or employees of any Credit Party, (3) proceeds of the issuance of equity securities to Borrower or any Subsidiary, (4) proceeds of the issuance of equity securities to any investor that such investor invests directly or indirectly in Holdings prior to an initial public offering and (5) proceeds of the issuance of equity securities used within ten (10) Business Days of such issuance to finance the consummation of a Permitted Acquisition), Borrower shall promptly pay or cause to be paid to Agent an amount equal to 50% of such Net Cash Proceeds or (ii) the incurrence by any Credit Party of Debt of the type specified in clause (i) or (ii) of the definition thereof (other than proceeds of Debt securities expressly permitted pursuant to Section 5.1), Borrower shall promptly pay or cause to be paid to Agent an amount equal to 100% of such Net Cash Proceeds.
Equity and Debt Issuances. Borrowers shall jointly and severally pay to Billing Agent for the benefit of Lenders as a prepayment of the principal of the Loans (A) one hundred percent (100%) of the cash proceeds (net of reasonable and customary related out-of-pocket fees and expenses) of the sale or issuance of any Equity Securities by Borrowers to any Person (except to the extent that the Agents in their sole discretion consent in writing to the use of such net proceeds for funding of Borrowers' business operations); and (B) one hundred percent (100%) of the cash proceeds (net of reasonable and customary related out-of-pocket fees and expenses) of the issuance by Borrowers of any Indebtedness to any Person, in each case, within two (2) Business Days of such Borrower's receipt thereof. Notwithstanding anything in this Section 2.05(b)(iii) to the contrary, Borrowers may unilaterally elect to not make a mandatory prepayment from issuances of Equity Securities and Indebtedness and use such funds for Borrowers' business operations and related proceeds so long as the net cash proceeds of issuances do not exceed $5,000,000 in the aggregate.
Equity and Debt Issuances. Upon receipt on or after the Closing Date by any Group Member or any of its Subsidiaries of Net Cash Proceeds arising from either (i) the issuance or Sale by any Group Member of its own Stock or (ii) the incurrence by any Group Member of Indebtedness for borrowed money, Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to the amount of such Net Cash Proceeds; provided, however, that there shall be excluded from the requirements of this paragraph the following: (x) Net Cash Proceeds arising from sales of its Stock by Holdings to the Sponsor Group, to the other Persons (and their Affiliates) that are stockholders of Holdings on the Closing Date, and to officers, directors and employees of Borrower pursuant to an equity incentive plan approved by the board of directors of Holdings, and (y) Net Cash Proceeds of any Indebtedness permitted hereunder in reliance upon any of clauses (a) through (h) of Section 8.1.
