Proceeds from Issuance of Additional Indebtedness or Equity. If, after the Closing Date, any Borrower issues any additional Indebtedness or obtains any additional equity in a manner permitted under this Agreement, then, except as otherwise provided in Section 8.2.6, such Borrower shall pay to Agent for the ratable benefit of Lenders, when and as received by such Borrower and as a mandatory prepayment of the Obligations, a sum equal to one hundred percent (100%) of the net proceeds to such Borrower of the issuance of such Indebtedness or equity. Any such prepayment shall be applied to the Loans in the manner specified in the second sentence of subsection 3.3.1 until payment thereof in full. Any Revolving Credit repaid pursuant to this Section 3.3.2 shall be subject to Borrowers' right to reborrow such funds pursuant to Section 1.1.1.
Proceeds from Issuance of Additional Indebtedness or Equity. If a Dominion Period is in effect and Ultimate Parent, Parent or any Borrower issues any additional Indebtedness or issues any additional equity for cash (other than equity (including stock options) issued to officers and employees in connection with incentive plans, equity resulting in proceeds used to make Capital Expenditures and equity resulting in proceeds used to consummate a Permitted Acquisition, in each case to the extent that the proceeds of such equity are promptly used as consideration for all or a portion of the purchase price for such Capital Expenditure or Permitted Acquisition), Borrowers shall pay to Agent for the ratable benefit of Lenders, when and as received by Ultimate Parent, Parent or any Borrower and as a mandatory prepayment of the Obligations, a sum equal to 50% of the net proceeds to Ultimate Parent, Parent or such Borrower of the issuance of such Indebtedness or equity; provided, that the foregoing shall not apply in connection with an issuance of Indebtedness or equity to a Person that is a Related Person of a Borrower. Any such prepayment shall be applied to the Loans in the manner specified in the second sentence of subsection 3.3.1 until payment thereof in full.
Proceeds from Issuance of Additional Indebtedness or Equity. If, at any time when an Event of Default has occurred and is continuing, any Co-Borrower issues any additional Indebtedness (other than Indebtedness permitted by Section 8.2.3) or issues any additional equity in a manner permitted under this Agreement, Co-Borrowers shall pay to Agent for the ratable benefit of Lenders, when and as received by Borrower and as a mandatory prepayment of the Obligations, a sum equal to one hundred percent (100%) of the net cash proceeds to Borrower of the issuance of such Indebtedness or equity, which payment shall be due on receipt of such proceeds. Any such prepayment shall be applied to the Loans in the manner specified in the last sentence of subsection 3.2.1 until payment thereof in full.
Proceeds from Issuance of Additional Indebtedness or Equity. If Borrower issues any additional Indebtedness (other than the La Place Sale/Leaseback) or obtains any additional equity in a manner permitted under this Agreement, Borrower shall pay to Agent for the ratable benefit of Lenders, when and as received by Borrower and as a mandatory prepayment of the Obligations, a sum equal to 100% of the net proceeds to Borrower of the issuance of such Indebtedness or equity. Any such prepayment shall be applied to the Loans in the manner specified in the second sentence of subsection 3.3.1 until payment thereof in full.
Proceeds from Issuance of Additional Indebtedness or Equity. If any Borrower or any Subsidiary issues any additional Indebtedness for Money Borrowed or issues any additional equity in a manner permitted under this Agreement, other than (provided no Default or Event of Default has occurred and is continuing) (A) for the purpose of financing an asset or stock acquisition or merger approved by the Majority Lenders, (B) Permitted Intercompany Loans, and (C) stock options in Domestic Borrower granted to executives and other employees of Domestic Borrower, then (i) Domestic Borrower shall pay, in the case of Domestic Borrower or any Subsidiary other than the Canadian Borrower, to Administrative Agent for the benefit of Administrative Agent, Canadian Agent, and the Lenders, and (ii) Canadian Borrower shall pay, in the case of Canadian Borrower, to Canadian Agent for the benefit of Canadian Agent, Canadian Lender, and the Canadian Participating Lenders, when and as received by such Borrower or Subsidiary and as a mandatory prepayment of the Domestic Obligations or the Canadian Obligations, respectively, a sum equal to 100% of the net proceeds to such Borrower or Subsidiary of the issuance of such Indebtedness or equity, provided that (i), for so long as the Xxxxxxxx Xxxxxxx Credit Facility has not been terminated, the Domestic Borrower shall only be required to make such prepayments in connection with such issuance by any of the Xxxxxxxx Australia Entities to the extent such prepayment is not required by, and does not violate, the documents governing the Xxxxxxxx Xxxxxxx Credit Facility, and (ii) Canadian Borrower shall only be required to pay from the net proceeds of the issuance of such Indebtedness or equity by Canadian Borrower an amount equal to the then outstanding Canadian Obligations, and Domestic Borrower shall make a payment in respect of the Domestic Obligations in an amount equal to the remaining amount of such proceeds, if any. Any prepayment under this Section 3.3.3 with respect to the issuance of such Indebtedness for Money Borrowed or equity by Domestic Borrower or any of its Subsidiaries (other than Canadian Borrower) shall be applied (i) FIRST to the installments of principal due under the Domestic Term Notes evidencing the Domestic Term Loan ratably, to be applied to future installment payments in inverse order of maturity until paid in full, (ii) SECOND to the installments of principal due under the Domestic Cap Ex Notes evidencing the Domestic Cap Ex Loan ratably, to be applied to future installment pay...
Proceeds from Issuance of Additional Indebtedness or Equity. If any Borrower or any other Loan Party, issues any additional Money Borrowed (other than Money Borrowed permitted by subsection 7.2.3 of the Agreement) or obtains any additional equity (except from Kohlberg & Company or any of the investment funds advised thereby, any employee, director or consultant, or pursuant to inter-company transactions permitted by this Agreement or in connection with equity issued pursuant to a Permitted Acquisition), in a manner permitted under this Agreement, such Borrower shall pay, or cause the applicable Loan Party to pay, to the applicable Agent for the ratable benefit of the applicable Lenders, when and as received by such Borrower or such Loan Party and as a mandatory prepayment of the Obligations, a sum equal to 100% of the net proceeds to such Borrower or such Loan Party of the issuance of such Indebtedness or equity. Any such prepayment shall be applied to the Loans in the manner specified (x) in the second sentence of subsection 3.
3.1 until payment thereof in full, if such proceeds are received by a U.S. Loan Party or (y) in the third sentence of subsection 3.3.1 until payment thereof in full, if such proceeds are received by a Canadian or U.K. Loan Party.
Proceeds from Issuance of Additional Indebtedness or Equity. If (a) Borrower or any of its Subsidiaries issues any additional Indebtedness (other than Permitted Indebtedness) or issues any additional equity (other than any issuance of Securities permitted by clauses (i), (ii), (iii) or (iv) of subsection 8.2.9), and (b) at the time that a prepayment of Term Loans or other Obligations would otherwise be required under this subsection 3.3.2, the Available Liquidity is greater than or equal to $50,000,000 after giving effect to such prepayment, then Borrower shall, to the extent it does not apply such Net Cash Proceeds to the obligations under the First Lien Debt Documents through the optional or mandatory prepayment of the principal amount of such obligations (and, if such prepayment is in respect of an amount that can, by its terms, be reborrowed, a corresponding permanent reduction of commitments) pursuant to the terms thereof, pay to Administrative Agent for the ratable benefit of Lenders, when and as received by Borrower or such Subsidiary and as a mandatory prepayment of the Obligations, a sum equal to, in the case of such an issuance of Indebtedness, 100%, or, in the case of such an issuance of equity, 50% of the Net Cash Proceeds to Borrower or such Subsidiary of the issuance of such Indebtedness or equity, as applicable. Any such prepayment shall be applied to the Term Loans in the manner specified in clause (i) of subsection 3.3.1.
Proceeds from Issuance of Additional Indebtedness or Equity. If any Borrower issues any additional Indebtedness (other than Permitted Indebtedness) or issues any additional equity (other than any issuance of Securities permitted by clauses (i), (ii), (iii) or (iv) of subsection 8.2.9), Borrowers shall pay to Administrative Agent for the ratable benefit of Lenders, when and as received by such Borrower and as a mandatory prepayment of the Obligations, a sum equal to 100% of the Net Cash Proceeds to such Borrower of the issuance of such Indebtedness or equity. Any such prepayment shall be applied first to the installments of principal payable under the Term Loans, in the inverse order of maturity (beginning with the payment due on the last day of the Term) and ratably amongst the Lenders until paid in full, second to repay outstanding principal of Revolving Credit Loans until paid in full, in each case accompanied by a permanent reduction of the Revolving Loan Commitments (such reduction to be on a dollar-for-dollar basis with the amount of such repayment and to be ratable among the Lenders), and third, to cash collateralize outstanding Letters of Credit.
Proceeds from Issuance of Additional Indebtedness or Equity. If either Borrower or any of its Subsidiaries issues any additional Indebtedness for Money Borrowed or if Canadian Borrower obtains any additional equity in a manner permitted under this Agreement (other than equity obtained by Canadian Borrower in order to prevent the occurrence of an Event of Default as provided in subsection 10.1.8), such Borrower shall pay to Administrative Agent for the ratable benefit of applicable Lenders, when and as received by such Borrower and as a mandatory prepayment of the applicable Obligations, a sum equal to 100% of the net cash proceeds to such Borrower or Subsidiary of the issuance of such Indebtedness or equity. Any such prepayment shall be applied to the applicable Loans in the manner specified in the second or third sentence, as applicable, of subsection 3.3.1 (as though such amounts constituted proceeds of Collateral under such subsection) until payment thereof in full.
Proceeds from Issuance of Additional Indebtedness or Equity. If any Borrower issues any additional Indebtedness or obtains any additional equity in a manner permitted under this Agreement, other than (provided no Default or Event of Default has occurred and is continuing) for the purpose of financing an asset or stock acquisition approved by the Majority Lenders or repaying the Foothill Note, such Borrower shall pay, in the case of a Domestic Borrower, to Administrative Agent for the ratable benefit of Domestic Lenders, and, in the case of Canadian Borrower, to Canadian Agent for the ratable benefit of Canadian Lender and the Canadian Participating Lenders, when and as received by such Borrower and as a mandatory prepayment of the Domestic Obligations or the Canadian Obligations, respectively, a sum equal to 100% of the net proceeds to such Borrower of the issuance of such Indebtedness or equity. Any such prepayment shall be applied to the applicable Loans in the manner specified in the second sentence of Section 3.3.1 until payment thereof in full.
