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 under writing 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 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 by the Company, or (C) issuances of Holdings Common Units, 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, their Related Parties or the Existing Investors to the extent the Cash proceeds thereof are not in excess of $25,000,000 and (z) as payment of all or any portion of the purchase price of a business or assets in 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 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 Term Loans or the Senior Notes.

Prepayments Due to Issuance of Equity Securities. On No later ------------------------------------------------ than the ------------------------------------------------ first Business Day following the date of receipt by Holdings Company or Company any of its Subsidiaries of the Cash proceeds (any such proceeds, net of under writing 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 such Person (including without limitation additional issuances of Company after the Closing Date Common Stock but excluding (other than (A) capital contributions by Holdings to Company or any other Subsidiary, (Bx) issuances of Securities Company Common Stock to officers or employees of Company to the General Partner or Holdings by extent the Company, or (C) proceeds from such issuances do not exceed in the aggregate $1,000,000 during any fiscal year and issuances of Holdings Common Units, Preferred Units or Qualified Preferred Units (x) any Securities evidencing Indebtedness permitted 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 be incurred pursuant to subsection 7.1 and (y) to Xxxx Investors, their Related Parties or the Existing Investors issuance of equity Securities to the extent the Cash proceeds thereof of which are not in excess of $25,000,000 and (z) as payment of all or any portion of the purchase price of a business or assets in a used to fund Permitted AcquisitionAcquisitions), Company shall prepay the Loans in an aggregate amount equal to: (i) 50% (orto the proceeds of such issuance first the Term Loans to the full extent ----- thereof, if second after the second anniversary of the Closing Date, the ------ Acquisition Loans and third the Revolving Loans; 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 not more less than 3.5 or equal to 1.0 on 2.50:1.0, 50% of 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 proceeds otherwise required to apply any portion of Net Equity Proceeds be utilized to prepay Indebtedness evidenced by the Term Loans pursuant to this subdivision (c) of subsection 2.4B(iii) may be applied to repurchase 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 Term Loans or the Senior 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. On the ------------------------------------------------ date of receipt by Holdings or Company of the Cash proceeds (any such Cash proceeds, net of under writing underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including without limitation reasonable legal fees and expenses, being "NET EQUITY PROCEEDSNet Equity Securities Proceeds") from the issuance of any equity Securities of Holdings Company or any of its Subsidiaries, or any equity contribution to Company or any of its Subsidiaries, after the Closing Date (other than (A1) capital contributions issuances of equity Securities of Company to directors and employees of Company and its Subsidiaries pursuant to a written employee benefit plan maintained by Holdings to Company or any other Subsidiaryof its Subsidiaries, approved by Company's Board of Directors and issuances of equity Securities of Company pursuant to the exercise of options or warrants issued under any such plan, (B2) the issuance of Company Series B Preferred Stock to RCBA in the manner contemplated by the Securities Purchase Agreement and (3) issuances of equity Securities to the General Partner or Holdings by the of Company, or (C) issuances the Net Equity Securities Proceeds of Holdings Common Units, 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 which are applied by Holdings, Company or its Subsidiaries and (y) to Xxxx Investors, their Related Parties or the Existing Investors to the extent consideration paid by Company or such Subsidiary for Subsequent Acquisitions, provided, that Company shall apply such Net Equity Securities Proceeds to the Cash proceeds thereof are not in excess consideration for such Subsequent Acquisitions during the three-month period following the date of $25,000,000 and (z) as payment receipt of all or any portion of the purchase price of a business or assets in a Permitted Acquisitionsuch Net Equity Securities Proceeds by Company), Company shall prepay the Loans in an aggregate amount equal to: (i) to 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 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 Term Loans or the Senior NotesProceeds.

Prepayments Due to Issuance of Equity Securities. On the ------------------------------------------------ date of receipt by Holdings or Company of Cash proceeds (any such proceeds, net of under writing 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 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 by the Company, or (C) issuances of Holdings Common Units, 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 or the Existing Investors to the extent the Cash proceeds thereof are not in excess of $25,000,000 and (z) as payment of all or any portion of the purchase price of a business or assets in 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 Term Loans or the Senior NotesNotes then, 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 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 under writing underwriting 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 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 by the Company, or (C) issuances of Holdings Common Units, 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, their Related Parties or the Existing Other Investors to the extent the Cash proceeds thereof are not in excess of $25,000,000 25,000,000, and (z) as payment of all or any portion of the purchase price of a business or assets in 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- 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 Term Loans Revolving Credit Agreement or the Senior NotesSubordinated Notes or 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 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 under writing underwriting 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 Closing 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 or the Existing Investors to the extent the Cash proceeds thereof are not in excess of $25,000,000 and (z) as 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- 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 NotesNotes then, 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 No later ------------------------------------------------ than the ------------------------------------------------ first Business Day following the date of receipt by Holdings Company or Company any of its Subsidiaries of the Cash proceeds (any such proceeds, net of under writing 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 such Person (including without limitation additional issuances of Company after the Closing Date Common Stock but excluding (other than (A) capital contributions by Holdings to Company or any other Subsidiary, (Bx) issuances of Securities Company Common Stock to officers or employees of Company to the General Partner or Holdings by extent the Company, or (C) proceeds from such issuances do not exceed in the aggregate $1,000,000 during any fiscal year and issuances of Holdings Common Units, Preferred Units or Qualified Preferred Units (x) any Securities evidencing Indebtedness permitted 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 be incurred pursuant to subsection 7.1 and (y) to Xxxx Investors, their Related Parties or the Existing Investors issuance of equity Securities to the extent the Cash proceeds thereof of which are not in excess of $25,000,000 and (z) as payment of all or any portion of the purchase price of a business or assets in a used to fund Permitted AcquisitionAcquisitions), 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 aggregate amount equal to: (i) 50% (or, if 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 not more less than 3.5 or equal to 1.0 on 2.50:1.0, 50% of 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 proceeds otherwise required to apply any portion of Net Equity Proceeds be utilized to prepay Indebtedness evidenced by the Term Loans pursuant to this subdivision (c) of subsection 2.4B(iii) may be applied to repurchase 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 Term Loans or the Senior Unsecured Subordinated Notes. Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).