Offering Proceeds. The aggregate gross proceeds to the Company from the Subscribers and the Investors together in the Private Placement (the “Aggregate Gross Proceeds”) shall be the minimum amount of the capital required by the FDIC to be contributed to the Bank (as defined below) in order for the Bank to acquire the Target Banks, plus the amount required for payment of all expenses for the Private Placement, including in connection with this Agreement (the “Minimum Capital”); provided, however, that if the Minimum Capital is less than $200,000,000 and the amount funded by the Subscribers and the Investors together into escrow exceeds the Minimum Capital, then the Aggregate Gross Proceeds shall equal the lesser of (i) $200,000,000 and (ii) the amount so funded into escrow; provided further that the Aggregate Gross Proceeds for a Closing in which amounts deposited in the Escrow Account on or in respect of the Initial Funding Date are released to the Company shall in no event exceed $200,000,000.
Offering Proceeds. If on any such date of receipt the Leverage Ratio is less than or equal to 3.00 to 1.00, the Net Cash Proceeds received by any Borrower or Subsidiary from any offering of debt or equity securities shall be used within three (3) Business Days of receipt thereof to prepay all Extensions of Credit in the order of priority specified in Section 2.6(d) (and any such repayment shall not result in a reduction to the Aggregate Commitment).
Offering Proceeds. If after prepayment of all Extensions of Credit with Net Cash Proceeds from any offering by any Borrower or Subsidiary of debt or equity securities pursuant to Section 2.4(c)(i), the Leverage Ratio exceeds 3.00 to 1.00, an amount equal to the portion of such proceeds required to be applied to outstanding Obligations in order to reduce the Leverage Ratio on such prepayment date to 3.00 to 1.00.
Offering Proceeds. (a) In the event of any public or private offering of equity securities of Gulfstream or any debt securities of Gulfstream that are convertible into or exchangeable for equity securities of Gulfstream, which, either in one such offering or a series of offerings, raises less than $3,500,000 of equity, the net proceeds (defined as gross proceeds less sales commissions, underwriting discounts and other customary offering expenses) received by Gulfstream shall be applied as follows:
Offering Proceeds. Section 5 of the Trust Agreement is amended by adding the following new subsection (i): Upon the sale of any Retained Shares pursuant to Sections 5(c) (including, for example, pursuant to a public offering of Retained Shares pursuant to an effective registration statement under the Securities Act), or pursuant to Section 5(d) (including, for example, the repurchase by the Company of any Retained Shares that are Class B Shares in a transaction where the Federal Reserve has no objections), any proceeds from such sale (“Proceeds”) shall be delivered to the Trustee to be held as Trust assets for the benefit of MSF or its designee. The parties acknowledge that Proceeds shall be net of expenses and underwriters’ commissions, pursuant to the Separation Agreement, the Registration Rights Agreement between the Company and MSF dated as of June 12, 2018, the October 5, 2018 letter agreement between the Company and MSF and any other agreements between the Company and MSF, or any underwriters’ agreement to which the Company and MSF are a party. Pending distribution of the Proceeds pursuant to this Section 5(i), the Trustee shall invest all Sale Proceeds as provided in, and subject to the terms of, Exhibit 3. The Trustee shall deliver any Proceeds, net of the Company Allowance (as defined below), to MSF or its designee promptly as directed in writing by MSF or the MSF Representatives. The “Company Allowance” is the aggregate dollar amount of any claims by the Company against MSF (or by a third party against the Company for which MSF is obligated to indemnify the Company), including in connection with the Separation Agreement, other agreements between the Company and MSF, or any agreement with Xxxxxxx Xxxxx & Associates, Inc. (individually or as Representative) to which the Company and MSF are a party (any such claims, “Company Claims”). The Company shall give prompt written notice of any Company Claim to the Trustee, MSF, and the MSF Representatives, setting forth in reasonable detail the basis for the Company Claim and the good-faith estimate of the dollar amount of the Company Claim. The Trustee shall be entitled to rely upon the information set forth in such notice, and shall add such estimated amount to the Company Allowance upon receipt of such notice. The Trustee shall release any funds constituting the Company Allowance only as directed in written instructions from the Company and either MSF or an MSF Representative. The Trustee will not be liable to the Company ...
Offering Proceeds. Unless otherwise agreed by the Loan Parties and the Required Lenders, fifty percent (50%) of Net Cash Proceeds from any offering by any Loan Party of equity securities (other than (A) the Net Cash Proceeds of any equity offering to ITC Holding Company, Inc., or any of the parties listed on Schedule 2.5(b) attached hereto and (B) the Net Cash Proceeds of an initial public offering of the Guarantor) within three (3) Business Days of receipt thereof.
Offering Proceeds. Notwithstanding any other provision of any Warrant, Holder shall have the right, upon any exercise of any Warrant (including without limitation any redemption of the Holdings Warrant pursuant to Section 7 thereof, any redemption of the Commons Warrant pursuant to Section 7 thereof, or any redemption of the Hospitality Warrant pursuant to Section 7 thereof, at the instigation of either Party in any case), to receive no more than fifty percent (50%) of the net proceeds of the Offering actually received by Issuer as of the date of exercise.
Offering Proceeds. Unless otherwise agreed by the Loan Parties and the Required Lenders, one hundred percent (100%) of Net Cash Proceeds from any offering by any Loan Party or any Subsidiary thereof of equity securities (other than equity issuances of the Guarantor or any Borrower in the form of additional paid in or contributed capital) (This provision shall not be deemed to permit the offering, sale or issuance of equity not otherwise permitted pursuant to this Agreement.).
Offering Proceeds. Within sixty (60) days after the date hereof, the Company shall provide evidence acceptable to the Bank that the proceeds of the Company's stock offering in the amount of at least $4,400,000 have been released from escrow by North Fork Bank (the escrow agent) and have been received by the Company.
Offering Proceeds. After the date hereof and substantially contemporaneously with or prior to the Initial Advance, the Company shall have received gross proceeds in the amount of $525,000 in an offering of common stocks and warrants.
