Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by Parent, Company or any of its Subsidiaries of the cash proceeds (any such cash proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including investment banking, legal, brokerage, accounting fees and expenses, being "Net Securities Proceeds"), from the issuance of equity Securities of Parent, Company or any of its Subsidiaries after the Merger Date (other than Excluded Equity Proceeds) or of debt Securities of Company or any of its Subsidiaries after the Merger Date (other than the proceeds of the issuance of Indebtedness permitted by subsection 7.1 (including without limitation the proceeds from the sale of the Senior Subordinated Notes)), Company shall prepay the Loans and/or the Acquisition Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Securities Proceeds in the case of the proceeds of debt Securities and in an aggregate amount equal to 50% of such Net Securities Proceeds in the case of the proceeds of equity Securities; PROVIDED the amount of such prepayment hereunder in respect of Net Securities Proceeds constituting the proceeds of the issuance and sale of equity Securities shall be limited to the amount necessary to reduce the amount of Indebtedness included in the calculation of the Consolidated Leverage Ratio to the amount that would result, on a pro forma basis after giving effect to such prepayment, in a Consolidated Leverage Ratio of 3.50:1.00 or less at the end of the Fiscal Quarter then most recently ended and (ii) no such prepayment in respect of Net Securities Proceeds constituting the proceeds of the issuance and sale of Equity Securities shall be required to be made at such times as the Consolidated Leverage Ratio at the end of the most recent Fiscal Quarter (as evidenced by a Margin Determination Certificate delivered to Administrative Agent pursuant to subsection 6.1(iv)) is equal to or less than 3.50:1.00.
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by any Obligor of cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith), from one or more issuances of any debt or equity Securities of such Obligor (excluding issuances permitted by subsections 7.1(ii), (iii), (iv), (v) and (vii) and all Obligations) (“Net Securities Proceeds”), Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced by an amount of such Net Securities Proceeds sufficient to achieve a Consolidated Total Debt Ratio at such time (calculated on a pro forma basis giving effect to the reduction to Consolidated Total Debt caused by such payment) of 6.00:1.00. Any such mandatory prepayments or reductions shall be applied as specified in subsection 2.4B(iv)(b)(2).
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by Borrower of Net Securities Proceeds from the issuance after the Closing Date of any debt or equity Securities of Borrower or any of its Subsidiaries (other than (i) Net Securities Proceeds received from another Loan Party, in connection with the exercise of stock options held by its employees or independent sales representatives, or as part of the consideration paid to any seller of assets in any acquisition permitted pursuant to subsection 7.7, and (ii) 50% of the Net Securities Proceeds from the issuance by Borrower or of any of its Subsidiaries of its common stock in an IPO), Borrower shall, to the extent such Net Securities Proceeds, when added to all Net Securities Proceeds received by Borrower and its Subsidiaries since the Closing Date is greater than $5,000,000, prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Securities Proceeds.
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by any Credit Party of the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any debt or equity Securities of Borrowers, Borrowers shall prepay the Loans in an amount (such amount being the "NET DEBT/EQUITY ISSUANCE PROCEEDS") equal to such net cash proceeds and the Commitments shall be permanently reduced, in an amount equal to such excess. Any such mandatory prepayments or reductions of the Commitments shall be applied as specified in subsection 2.4B(iv).
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by Borrower of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, in each case payable to non-Affiliates, including reasonable legal fees and expenses, being "Net Securities Proceeds") from the issuance after the Closing Date of any debt or equity Securities of Holdings, Borrower or any of its Subsidiaries (except for (A) the issuance of up to $2,500,000 of debt or equity Securities to employees of Borrower and its Subsidiaries and (B) the issuance of equity Securities to Persons who are shareholders or warrant holders of Holdings as of the Closing Date, or their successors and assigns, but only to the extent that the Net Securities Proceeds of all issuances of equity Securities by Holdings to such Persons hereafter do not exceed $5,000,000 in the aggregate (excluding from such $5,000,000 limitation debt or equity issued as consideration in connection with a Permitted Acquisition)), Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced in an aggregate amount equal to 100% of such Net Securities Proceeds in the case of debt Securities issuances and 50% of such Net Securities Proceeds in the case of equity Securities issuances.
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by any Credit Party of cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith), from one or more issuances of any debt or equity Securities of such Credit Party (excluding additional equity investments made by any existing shareholder and all Obligations) ("NET SECURITIES PROCEEDS"), Borrowers shall prepay the Revolving Loans and the Revolving Loan Commitments shall be permanently reduced by (a) 100% of such Net Securities Proceeds if the Combined Total Debt Ratio at such time (prior to making any payments required hereunder) is equal to or greater than 4.50:1.00 or if an Event of Default has occurred and is continuing and (b) 50% of such Net Securities Proceeds if the Combined Total Debt Ratio at such time (prior to making any payments required hereunder) is less than 4.50:1.00 and no Event of Default has occurred and is continuing. Any such mandatory prepayments or reductions of the Revolving Loan Commitments shall be applied as specified in subsection 2.4B(iv)(b).
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by Company of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "NET SECURITIES PROCEEDS") from the issuance of debt or equity Securities of Company after the Closing Date, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Securities Proceeds.
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. On the date of receipt by Holdings, Company or any other Subsidiary of Holdings of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including, without limitation, reasonable legal fees and expenses, being "NET Securities Proceeds") from the issuance of any debt (other than Indebtedness permitted pursuant to subsection 7.1) or equity Securities of Holdings or any of its Subsidiaries (other than pursuant to the exercise of employee stock options) after the Closing Date, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Net Securities Proceeds.
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. Not later than the first Business Day following receipt by Company of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including without limitation reasonable legal fees and expenses, being "NET SECURITIES PROCEEDS") from the issuance of any debt or equity Securities of 50 58 Company or any of its Subsidiaries after the Closing Date, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of such Net Securities Proceeds PROVIDED , however, that if such Net Securities Proceeds are from the issuance of equity Securities of Company and the Consolidated Leverage Ratio on the last day of the four Fiscal Quarter period most recently ended prior to the date of receipt of such Net Securities Proceeds for which Company has delivered a Margin Determination Certificate to Administrative Agent pursuant to subsection 6.1(iv) is less than 4.00:1.00, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 50% of such Net Securities Proceeds.
Prepayments and Reductions Due to Issuance of Debt or Equity Securities. No later than the third Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including, without limitation, reasonable legal fees and expenses, being "NET SECURITIES PROCEEDS") from the issuance of any debt (other than Indebtedness permitted pursuant to subsection 7.1) or equity Securities of Company or any of its Subsidiaries (other than (w) proceeds received pursuant to the exercise of employee stock options, (x) cash of any Person acquired by Company or any of its Subsidiaries in exchange for equity Securities of Company or any of its Subsidiaries, (y) proceeds received from the sale of capital stock of Company pursuant to stock purchase plans, or (z) proceeds received from the exercise of warrants issued in connection with the Existing Senior Notes) after the Closing Date, Company shall prepay the Loans and/or the Tender Period Revolving Facility Sublimit and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to (1) 75% of such Net Securities Proceeds received from such issuance of equity Securities and (2) 100% of such Net Securities Proceeds received from such issuance of debt Securities.
