PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES Sample Clauses

PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES. If after the Execution Date Borrower or any Covered Person issues or sells any equity (except equity issued in connection with a Permitted Acquisition) or equity securities, or warrants or options therefor (other than the exercise of warrants or options issued to management of Borrower pursuant to a management incentive stock option program or the issuance and exercise of restricted stock grants to management and directors (collectively the Approved Options)), Borrower shall promptly after such sale make a payment to Administrative Agent for the ratable benefit of the Lenders, to be applied to reduce the Loan Obligations, in an aggregate amount equal to seventy-five percent (75%) of the gross proceeds therefrom less reasonable brokers' and underwriters' fees and commissions and other reasonable issuing expenses. Every prepayment under this Section 6.4.3 shall be applied to reduce the Aggregate Term Loan (first to Base Rate Loans included in the Aggregate Term Loan until they are reduced to zero and then to Eurodollar Loans included in the Aggregate Term Loan (and all penalties and premiums due hereunder in connection therewith) until they are reduced to zero) and shall be distributed by Administrative Agent to Lenders in accordance with their pro-rata shares of the Aggregate Term Loan Commitment and applied by Lenders to reduce their pro-rata shares, and consequently the aggregate amounts, of the repayment installments required under Section 6.2.2 in the inverse order of their due dates. If application to the Term Loans of any prepayment required under this Section 6.4.3 reduces the Term Loans (and consequently the Aggregate Term Loan) to zero, the remaining amount of such prepayment shall be applied to the outstanding Swingline Loans, if any, and then by Lenders to reduce the Revolving Loans (and consequently the Aggregate Revolving Loan) first to Base Rate Loans included in the Aggregate Revolving Loan until they are reduced to zero and then to Eurodollar Loans included in the Aggregate Revolving Loan (and all penalties and premiums due hereunder in connection therewith) until they are reduced to zero. Borrower will not be obligated to make a pre-payment if the making of any such pre-payment would cause Borrower to break any existing Interest Hedge Obligation.
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PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES. If after the Execution Date Borrower or any Covered Person issues or sells any equity (except equity issued in connection with a Permitted Acquisition or equity of a Subsidiary of Borrower issued to Borrower or another Subsidiary of Borrower) or equity securities, or warrants or options therefor (other than the exercise of warrants or options issued to management of Borrower pursuant to a management incentive stock option program or the issuance and exercise of restricted stock grants to management and directors (collectively the Approved Options)), Borrower shall promptly after such sale make a payment to Administrative Agent for the ratable benefit of the Lenders, to be applied to reduce the Loan Obligations, in an aggregate amount equal to seventy-five percent (75%) of the gross proceeds therefrom less reasonable brokers' and underwriters' fees and commissions and other reasonable issuing expenses.
Sample 1

Related to PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Trustee Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  • SUBORDINATION OF SECURITIES SECTION 1201.

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

  • Purchases of Securities PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify: (i) the name of the issuer and the title of the securities, including CUSIP number if applicable; (ii) the number of shares or the principal amount purchased and accrued interest, if any; (iii) the date of purchase and settlement; (iv) the purchase price per unit; (v) the total amount payable upon such purchase; (vi) the Portfolio involved; and (vii) the name of the person from whom or the broker through whom the purchase was made. PFPC Trust shall upon receipt of securities purchased by or for a Portfolio (or otherwise in accordance with standard market practice) pay out of the monies held for the account of the Portfolio the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in such Oral Instructions or Written Instructions.

  • Acceleration of Securities If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration.

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

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