Prepayments Due to Issuance of Equity Securities. On the date of ------------------------------------------------- receipt by Holdings or Company of 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 Equity Proceeds") from the issuance of any equity Securities of Holdings or Company after the Effective Date (other than (A) capital contributions by Holdings to Company or any other Subsidiary, (B) issuances of Securities to the General Partner or Holdings or to any wholly owned Subsidiary of the Company by the Company, or (C) issuances of Holdings Common Units, Preferred Units, Series B Preferred Units or Qualified Preferred Units (x) to employees, officers, directors and consultants of Holdings and its Subsidiaries in the ordinary course of business in connection with their employment by Holdings, Company or its Subsidiaries and (y) to Xxxx Investors, the Other Investors, the Existing Investors and their Related Parties to the extent the Cash proceeds thereof are not in excess of $25,000,000 and (z) in connection with payment of all or any portion of the purchase price of a business or assets in a 1999 Acquisition or a Permitted Acquisition), Company shall prepay the Loans in an aggregate amount equal to: (i) 50% (or, if the Leverage Ratio is not more than 3.5 to 1.0 on the date such Net Equity Proceeds are received, no such payment shall be made) of such Net Equity Proceeds if such Net Equity Proceeds are derived from a non-public sale of equity Securities or partnership interests of Holdings or Company or (ii) 75% (or, if the Leverage Ratio is not more than 3.5 to 1.0 on the date such Net Equity Proceeds are received, no such payment shall be made) of such Net Equity Proceeds if such Net Equity Proceeds are derived from the sale of equity Securities or partnership interests of Holdings or Company through a public offering. If Company is otherwise required to apply any portion of Net Equity Proceeds to prepay Indebtedness evidenced by the Second Priority Term Loans or the Senior Notes then, notwithstanding anything contained in this Agreement to the contrary, Company shall apply such Net Equity Proceeds to the prepayment of the Revolving Loans so as to eliminate or minimize any obligation to prepay the Second Priority Term Loans or the Senior Notes.
Prepayments Due to Issuance of Equity Securities. No later ------------------------------------------------ than the first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of such Person (including without limitation additional issuances of Company Common Stock but excluding (x) issuances of Company Common Stock to officers or employees of Company to the extent the proceeds from such issuances do not exceed in the aggregate $1,000,000 during any fiscal year and issuances of any Securities evidencing Indebtedness permitted to be incurred pursuant to subsection 7.1 and (y) issuance of equity Securities to the extent the proceeds of which are used to fund Permitted Acquisitions), Company shall prepay first the ----- Term Loans, Tranche B Term Loans and, after the third anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof), and second the Revolving Loans and, prior to the third ------ anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof) in an amount equal to the proceeds of such issuance; provided that on and after the date on which the Leverage Ratio -------- (determined on a Pro Forma Basis giving effect to the issuance and application of the equity securities proceeds) is less than or equal to 2.50:1.0, 50% of the proceeds otherwise required to be utilized to prepay Loans pursuant to this subdivision (c) of subsection 2.4B(iii) may be applied to repurchase or prepay the Unsecured Subordinated Notes. Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).
Prepayments Due to Issuance of Equity Securities. Concurrently with and as a condition to the closing of any transaction pursuant to which Holdings or any of the Borrower Entities receive any Equity Proceeds (other than Equity Proceeds (i) constituting the CKX Equity Investment, (ii) received by Holdings from Investments made by any Permitted Parent Entity, and contributed to one or more Borrowers by Holdings or (iii) from the issuance of any Capital Stock or other equity Securities of Holdings to any Person (other than any Permitted Parent Entity) in a transaction which is not a public offering of Securities (1)(x) which are concurrently contributed to any of the Borrowers by Holdings and used or intended to be used by the Borrowers solely for the development of the Real Property Collateral and (y) for which a certificate from a Responsible Officer of the Borrowers stating that such cash proceeds have been or shall be used by the Borrowers solely for the development of the Real Property Collateral has been delivered to the Administrative Agent, or (2) which are contributed to any of the Borrowers by Holdings and used for the sole purpose of funding the Interest Reserve Account, the Operating Expenses Account, the Carrying Costs Reserve Account or the Predevelopment Expenses Reserve Account in connection with any extension of the Maturity Date or otherwise), the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Equity Proceeds.
Prepayments Due to Issuance of Equity Securities. No later than the fifth Business Days following the date of receipt of the Net Securities Proceeds from the issuance of any Capital Stock of Company or of any Subsidiary of Company (other than (1) the issuance of such Capital Stock (A) to finance a Permitted Acquisition, (B) to directors and employees of Company and its Subsidiaries pursuant to written employee benefit plans approved by Company’s Governing Body and pursuant to the exercise of options or warrants issued under any such plan, (C) to Company or any of its Subsidiaries, (D) to qualify members of a Governing Body of any such Subsidiary if required by applicable law or (E) on a pro rata basis to the equity holders of a non-wholly owned Subsidiary; or (2) any capital contribution to Company or any Subsidiary of Company by any holder of Capital Stock thereof after the Closing Date), Company shall prepay the Loans in an aggregate amount equal to 50% of such Net Securities Proceeds; provided that (A) such percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of the immediately preceding four-Fiscal Quarter period is less than 2.50:1.00 and (B) such percentage shall equal 100% at any time after the occurrence and during the continuance of an Event of Default.
Prepayments Due to Issuance of Equity Securities. (1) No later than the date which is five (5) Business Days after the date of receipt of the Net Securities Proceeds from the issuance of any Capital Stock of Holdings or Company (but excluding the Net Securities Proceeds of any issuance of Capital Stock in connection with (1) the making of any Investment permitted by subsection 7.3(xv) or 7.3(xvi), (2) a Permitted Cure Issuance (which Net Securities Proceeds shall be applied pursuant to clause (2) of this subsection 2.4B(iii)(c)) and (3) issuances of Capital Stock of Company to Holdings), Company shall prepay the Loans in an aggregate amount equal to 50% of such Net Securities Proceeds; provided, however, that if the Consolidated Total Leverage Ratio is less than or equal to (y) 2.75:1.00 as of the last day of the most recently ended Fiscal Quarter, then Company shall instead prepay the Loans in an aggregate amount equal to 25% of such Net Securities Proceeds, and (z) 1.75:1.00 as of the last day of the most recently ended Fiscal Quarter, then Company shall not be required to prepay the Loans with any of such Net Securities Proceeds.
(2) No later than the date which is five (5) Business Days after the date of receipt of the Net Securities Proceeds of any issuance of Capital Stock in connection with a Permitted Cure Issuance, Company shall prepay the Loans in an aggregate amount equal to 100% of such Net Securities Proceeds.
Prepayments Due to Issuance of Equity Securities. No later than the third (3d) Business Day following the date of receipt by the Company or any of its Subsidiaries of any Equity Proceeds, the Company shall, to the extent it is not required to apply such proceeds to prepay obligations under the First Lien Credit Agreement, prepay the Term Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an aggregate amount equal to 50% of such Equity Proceeds; provided, that during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to subsection 6.1(iv) calculating the Leverage Ratio) shall be 4.0:1.0 or less, the Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Equity Proceeds; provided, further, that no such prepayment or commitment reduction shall be required with respect to Equity Proceeds that are received (x) pursuant to an employee stock or stock option plan or upon the exercise of warrants, options or other convertible securities outstanding on the Closing Date or (y) in connection with sales or issuances of any Capital Stock or other equity securities to one or more Permitted Holders or a capital contribution by one or more Permitted Holders.
Prepayments Due to Issuance of Equity Securities. No later than the first Business Day following receipt by Company or any of its Subsidiaries of the Cash proceeds, other than proceeds received from the exercise of employee, director and contractor stock options or other equity or equity-linked compensation pursuant to compensation plans approved by Company's Governing Body, net of (i) reasonable and customary underwriting discounts and commissions, financial advisory or placement fees and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, and (ii) any Capital Contributions required to be made from such proceeds to Company's Principal Subsidiaries ("NET EQUITY SECURITIES PROCEEDS") from the issuance of any equity Securities of Company or any of its Subsidiaries after the Closing Date, Company shall prepay the Term Loans in an aggregate amount equal to 50% of such Net Equity Securities Proceeds; provided that Company shall have delivered to Administrative Agent, on or before such date of receipt, an Officer's Certificate certifying as to the facts giving rise to any Capital Contributions required to be made with such Net Equity Securities Proceeds; provided, further, if Net Equity Securities Proceeds otherwise required to be used to prepay the Loans by this clause (b) at any time do not equal or exceed $5,000,000, Company may defer prepayment until aggregate Net Equity Securities Proceeds equal at least $5,000,000, such deferral to be evidenced by an Officer's Certificate setting forth the calculation of the Net Equity Securities Proceeds.
Prepayments Due to Issuance of Equity Securities. On the first Business Day following receipt by Parent 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 reasonable legal fees and expenses, being “Net Equity Securities Proceeds”) from the issuance of any equity Securities of Parent or any of its Subsidiaries (other than the IPO Proceeds), Borrower shall apply an aggregate amount equal to 50% of such Net Equity Securities Proceeds to prepay the Loans; provided that (i) if the Applicable Leverage Ratio is less than 3.00:1.00, but greater than or equal to 2.50:1.00, at the time of such issuance (after giving pro forma effect to the intended application of such proceeds), the amount of such prepayment shall be reduced to 25% of such Net Equity Securities Proceeds and (ii) if the Applicable Leverage Ratio is less than 2.50:1.00 at the time of such issuance (after giving pro forma effect to the intended application of such proceeds), no portion of such Net Equity Securities Proceeds shall be required to be prepaid (except as shall be prepaid in such intended application).
Prepayments Due to Issuance of Equity Securities. Without duplication of the amounts paid pursuant to subsection 2.4B(ii)(f), on the date of receipt by Company of the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of Company, including without limitation additional issuances of Company Common Stock (other than issuances to employees or directors pursuant to the Xxxx-Xxxxxx Security Corporation Management Stock Option Plan or 1993 Stock Option Plan, as such plans may be amended from time to time, or any other employee or director stock option, incentive, purchase, retirement, savings or similar plan), Company shall prepay the Loans in an amount equal to such net cash proceeds. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iii).
Prepayments Due to Issuance of Equity Securities. On the date of receipt of the Net Securities Proceeds from the issuance of any Capital Stock of Company or of any Subsidiary of Company or from any capital contribution to Company by any holder of Capital Stock thereof after the Closing Date (other than, so long as no Event of Default has occurred and is continuing, Net Securities Proceeds received (1) as a result of the exercise of the First Union Warrant or the GS Warrants, (2) from the issuance of any Capital Stock of Company or of any Subsidiary of Company to any Subsidiary of Company, (3) from the issuance of any Capital Stock of Company (including as a result of the exercise of any options with regard thereto) or options to purchase shares of Capital Stock of Company to officers, directors and employees of Company or any Subsidiary of Company in an aggregate amount not to exceed $1,500,000 or (4) from the issuance of any Capital Stock of Company in an aggregate amount (when combined with all other issuances of Capital Stock of Company made since the Closing Date) not to exceed $20,000,000), Company shall prepay the Term Loans in an aggregate amount equal to 50% of such Net Securities Proceeds.
