Specified Equity Contribution Sample Clauses

Specified Equity Contribution. Notwithstanding anything to the contrary herein, (a) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for the fiscal quarter in respect of which such Specified Equity Contribution is made, (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (d) in any four consecutive fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, and no more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amount, no effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraph.
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Specified Equity Contribution any cash contribution to the common equity (or otherwise in a form reasonably acceptable to the Agent) of Holdings and/or any purchase or investment in the common equity (or otherwise in a form reasonably acceptable to the Agent) of Holdings, in each case made pursuant to Section 11.2. Specified Holders: Sponsor, Parent or any of their respective Affiliates.
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Specified Equity Contribution. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the covenant set forth in Section 6.12, then (A) from the first Business Day after the period for which the relevant financial statement are required to be delivered pursuant to Sections 5.01(a) and (b) until the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Sections 5.01(a) and (b), the Borrower shall have the right to issue common equity for cash or receive a contribution to its common equity, and upon the receipt by the Borrower of such cash (each, a “Specified Equity Contribution”) pursuant to the exercise by the Borrower of such right, the calculation of Consolidated EBITDA as used in the covenant set forth in Section 6.12 shall be recalculated giving effect to the following pro forma adjustments:
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Specified Equity Contribution. Notwithstanding the above, the parties hereto acknowledge and agree that, solely for purposes of all calculations made in determining compliance with this Section 9.15, following the request by the Parent within five (5) Business Days after the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 8.1(a) or a fiscal quarter pursuant to Section 8.1(b), as applicable, for a cash equity contribution (which equity shall be common equity or another form reasonably acceptable to the Administrative Agent) to the Parent, the amount of such cash equity contribution, to the extent received within ten (10) Business Days after the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 8.1(a) or a fiscal quarter pursuant to Section 8.1(b), as applicable, will be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants contained herein at the end of such Fiscal Year or fiscal quarter and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution”); provided that (i) there shall not be two (2) consecutive fiscal quarters in which a Specified Equity Contribution is made, (ii) in any four (4) fiscal quarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) there shall not be more than five (5) Specified Equity Contributions made during the term of this Agreement, (iv) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Credit Parties to be in pro forma compliance with the financial covenants set forth above, and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenant solely for purposes of determining compliance by the Credit Parties with this Section 9.15 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Margin, any compliance with this Section 9.15 set forth in the definition of Permitted Acquisition and in the determination of the availability of any baskets set forth in Article IX). Upon the making of a Specified Equity Contribution, the financial covenants in this Section 9.15 shall be recalculated giving effect to the increase in Consolidated EBITDA (it being understood that Indebtedness shall not be recalcul...
Sample 1
Specified Equity Contribution. In the case of the Borrowers’ payment of any Earn-out Indebtedness incurred pursuant to Section 1.13(b)(i) and/or (ii) of the SCUF Acquisition Agreement, one or more Borrowers shall have received cash equity in an aggregate amount at least equal to, and substantially concurrently with, any such payments made by the Borrowers.”
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Specified Equity Contribution. On the date that Rail America receives a Specified Equity Contribution, the Borrowers shall make prepayments of Loans in an aggregate amount equal to 100% of such Specified Equity Contribution.
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Specified Equity Contribution. On the date that Rail America receives a Specified Equity Contribution, the Borrowers shall make prepayments of Loans in an aggregate amount equal to 100% of such Specified Equity Contribution; provided that no prepayments of Loans shall be required pursuant to this Section 5.2(e) except to the extent of, and not to exceed, the amount of Specified Equity Contribution required to be applied toward such prepayment after any required payment of the obligations under the Term Loan Credit Agreement (it being understood that amounts actually applied toward prepayment of the obligations under the Term Loan Credit Agreement shall reduce the amount required to be applied toward prepayments hereunder).”
Sample 1
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Specified Equity Contribution. Promptly upon receipt (and in any event by the date set forth in the definition of Specified Equity Contribution) of the proceeds of any Specified Equity Contribution, the applicable Borrowers shall pay 100% of the amount of such Specified Equity Contribution to the Administrative Agent for the accounts of the Lenders (to be applied as set forth in clause (e) below).
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Specified Equity Contribution. For purposes of determining compliance with the financial covenants set forth in Section 6.2 and Section 6.3, any cash equity contribution (which equity shall be common equity or other equity on terms and conditions reasonably acceptable to the Agent, it being agreed that in no event shall such equity be mandatorily redeemable or otherwise require any payment in cash with respect thereto prior to the date that is 180 days after the final scheduled installment payment date for a Term Loan) made to Borrower after the end of any Fiscal Quarter after the Closing Date and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for such Fiscal Quarter will, at the request of Borrower, be applied as a mandatory prepayment of the Term Loans and, if so applied, solely for the purpose of determining compliance with such financial covenants at the end of such Fiscal Quarter be deemed to have reduced the balance of the Term Loans as of the such last day of such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”), provided that (a) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenants, (b) the proceeds of any such Specified Equity Contribution shall have been contributed to Borrower as cash common equity, (c) Specified Equity Contributions may not be made in any two consecutive Fiscal Quarters and no more than two Specified Equity Contribution may be made during the term of this Agreement and (d) the aggregate amount of Specified Equity Contributions made during the term of this Agreement shall not exceed $5,000,000.
Sample 1

Related to Specified Equity Contribution

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall be consummated.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

  • Permitted Acquisition Prior to consummation of a Permitted Acquisition, the Borrower shall have delivered to Lender complete and correct copies of each document and agreement executed in connection therewith (collectively, the “Permitted Acquisition Documents”), including all schedules and exhibits thereto. The Permitted Acquisition Documents shall set forth the entire agreement and understanding of the Borrower and the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. Borrower shall have the power, and shall have taken all necessary action (including, any necessary member or comparable owner action) to authorize it, to execute, deliver and perform in accordance with their respective terms the Permitted Acquisition Documents to which it is a party. Each of the Permitted Acquisition Documents will have been duly executed and delivered by Borrower and, to Borrower’s knowledge, each of the other parties thereto and will be the legal, valid and binding obligation of Borrower and to Borrower’s knowledge, such other parties, enforceable against Borrower and to Borrower’s knowledge, such other parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of the Permitted Acquisition Documents in accordance with their respective terms will not require any governmental approval or any other consent or approval, other than governmental approvals and other consents and approvals that have been obtained. All conditions precedent to the Permitted Acquisition pursuant to the Permitted Acquisition Documents shall have been fulfilled in all material respects and, as of the date of the consummation of the Permitted Acquisition, the Permitted Acquisition Documents shall not have been amended or otherwise modified and there shall not be any breach by the Borrower or, to Borrower’s knowledge, any other party thereto, of any term or condition of the Permitted Acquisition Documents. Upon consummation of the transactions contemplated by the Permitted Acquisition Documents to be consummated at the closing thereunder, the Borrower shall acquire good and legal title to the stock or assets and other property being transferred pursuant to the Permitted Acquisition Documents. None of the foregoing shall in any manner obligate the Borrower or any Subsidiary to consummate any Permitted Acquisition and the foregoing representation shall only apply if, when and to the extent that a Permitted Acquisition is consummated and the Permitted Acquisition Documents are executed and delivered.”

  • Incurrence of Indebtedness and Issuance of Disqualified Stock (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided, further, that the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this paragraph shall not exceed $10.0 million.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

  • Limited Condition Acquisition For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.

  • Additional Equity For the avoidance of doubt, to the extent the Company exercises its call rights under Section 2.3, the Company shall also issue to the Backstopper, at the Closing, the Origination Fee and the Warrants.

  • Initial Equity Grant No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Company.

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