Common use of Prepayments Due to Issuance of Equity Securities Clause in Contracts

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. On the ------------------------------------------------ date of ------------------------------------------------- receipt by Holdings or Company of Cash proceeds (any such proceeds, net of underwriting under writing discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Equity ProceedsNET EQUITY PROCEEDS") from the issuance of any equity Securities of Holdings or Company after the Effective Closing 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 as 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. 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 Closing Date (other than (A) capital contributions by Holdings to Company or any other Subsidiaryand Company, and (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 Stock (x) to employees, officers, directors and consultants of Holdings and its Subsidiaries in to the ordinary course of business in connection with their employment by Holdingsextent such Holdings Common Stock constitutes compensation to such individuals, Company or its Subsidiaries and (y) to Xxxx Investors, or 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 25,000,000, and (z) in connection with as 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 4.0 to 1.0 on the date such Net Equity Proceeds are received, no such payment shall be made25%) 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 4.0 to 1.0 on the date such Net Equity Proceeds are received, no such payment shall be made50%) 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 under the Second Priority Term Loans Revolving Credit Agreement or the Senior Subordinated Notes thenor the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to subsection 2.4B(iii)(c) hereof), Company shall apply such Net Equity Proceeds to the prepayment of the Tranche A Term Loans and the Loans pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments in accordance with the provisions of the Revolving Credit Agreement, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Second Priority Term Loans Senior Subordinated Notes or the Senior Discount Notes.

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 under writing discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Equity ProceedsNET EQUITY PROCEEDS") from the issuance of any equity Securities of Holdings or Company after the Effective Closing 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, their Related Parties or 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 as 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-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 thenNotes, 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.