Mandatory Repayment. (a) To the extent that on any Interest Payment Date or Payment Date, the Available Amount exceeds the scheduled principal payment amount and/or interest payment amount (including, without limitation, accrued Interest Deficiency Amounts) due and owing on such date, such excess Available Amount shall be used to prepay this Note, in whole, if sufficient, or otherwise in part, without premium or penalty. (b) In addition, in the event that (i) Maker, Questron Technology or QOC consummates (i) a registered public offering of equity securities after the date hereof (an "Offering"), and (ii) Maker, Questron Technology or QOC consummates a public or Rule 144A or Regulation D (or their respective successors) private offering of debt securities after the date hereof for the purpose of acquiring assets or refinancing indebtedness and "excess proceeds" are realized therefrom (a "Debt Offering"), Maker shall apply, and Questron Technology shall cause to be applied, the net proceeds from such Offering or "excess proceeds" from such Debt Offering, as the case may be, to prepay, in whole, if sufficient , or otherwise in part, outstanding principal and accrued and unpaid interest under this Note, without penalty or premium. As used herein "excess proceeds", means the net proceeds to the applicable company after the application of proceeds in connection with any acquisition(s) or refinancing, and the payment of related transaction costs. Any partial prepayments of principal shall be applied to installments of principal in the order of their maturity.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Questron Technology Inc), Asset Purchase Agreement (Questron Technology Inc), Stock Purchase Agreement (Questron Technology Inc)
Mandatory Repayment. (a) To the extent that on any Interest Payment Date or on the Principal Payment Date, the Available Amount exceeds the scheduled principal payment amount and/or interest payment amount (including, without limitation, accrued Interest Deficiency Amounts) due and owing on such date, such excess Available Amount shall be used to prepay this Note, in whole, if sufficient, or otherwise in part, without premium or penalty.
(b) In addition, in the event that (i) Maker, Questron Technology or QOC consummates (i) a registered public offering of equity securities after the date hereof (an "Offering"), and (ii) Maker, Questron Technology or QOC consummates a public or Rule 144A or Regulation D (or their respective successors) private offering of debt securities after the date hereof for the purpose of acquiring assets or refinancing indebtedness and "excess proceeds" are realized therefrom (a "Debt Offering"), Maker shall apply, and Questron Technology shall cause to be applied, the net proceeds from such Offering or "excess proceeds" from such Debt Offering, as the case may be, to prepay, in whole, if sufficient , or otherwise in part, outstanding principal and accrued and unpaid interest under this Note, without penalty or premium. As used herein "excess proceeds", means the net proceeds to the applicable company after the application of proceeds in connection with any acquisition(s) or refinancing, and the payment of related transaction costs. Any partial prepayments of principal shall be applied to installments of principal in the order of their maturity.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Questron Technology Inc), Asset Purchase Agreement (Questron Technology Inc), Stock Purchase Agreement (Questron Technology Inc)