Use of IPO Proceeds. Newmark shall use any and all IPO Proceeds as follows:
(a) First, Newmark shall contribute, directly or indirectly through its Subsidiaries, all IPO Proceeds to Newmark Opco. In exchange for such contribution, Newmark Opco shall issue to Newmark a Newmark Opco Limited Partnership Interest consisting of a number of Newmark Opco Units equal to the number of additional shares of Newmark Common Stock issued in the IPO.
(b) Second, using the IPO Proceeds that it received from Newmark pursuant to Section 3.04(a), Newmark Opco shall transfer to Newmark the lesser of (i) an amount of cash equal to the IPO Proceeds or (ii) an amount of cash required to repay all amounts owed by Newmark Opco to Newmark under the BGC Partners-BGC U.S. Opco First Term Loan Note, in partial or full (as the case may be) satisfaction of Newmark Opco’s obligations under the BGC Partners-BGC U.S. Opco First Term Loan Note, the obligations of which were assumed by Newmark Opco in the Opco Partnership Contribution and the benefits of which were transferred to Newmark in the Newmark Inc. Contribution, in each case as contemplated by Section 2.01 and 2.02. Newmark shall use such amount of cash to repay the Term Loan Credit Agreement assumed by it pursuant to Section 2.02.
(c) Third, to the extent that the IPO Proceeds are in excess of the amount required to be paid by Newmark Opco to Newmark pursuant to Section 3.04(b), Newmark Opco shall transfer to Newmark the lesser of (i) an amount of cash equal to such excess or (ii) an amount of cash required to repay all amounts owed by Newmark Opco to Newmark under the BGC Partners-BGC U.S. Opco Acquisition Term Loan Note, in partial or full (as the case may be) satisfaction of the BGC Partners-BGC U.S. Opco Acquisition Term Loan Note, the obligations under which were assumed by Newmark Opco in the Opco Partnership Contribution and the benefits of which were transferred to Newmark in the Newmark Inc. Contribution, in each case as contemplated by Section 2.01 and 2.02. Newmark shall use such amount of cash to repay the Acquisition Term Loan under the Revolving Credit Agreement assumed by it pursuant to Section 2.02.
(d) Fourth, to the extent that the IPO Proceeds are in excess of the amount required to be paid by Newmark Opco to Newmark pursuant to Section 3.04(b) and 3.04(c), Newmark Opco may determine whether to retain all or a portion of such excess IPO Proceeds or to pay all or a portion of such excess amount to BGC Partners, in partial satisfaction...
Use of IPO Proceeds. The IPO will be a primary offering of WPX Common Stock, and WPX shall use the net proceeds from the IPO as set forth in the IPO Prospectus.
Use of IPO Proceeds. Newmark shall use any and all IPO Proceeds as follows:
(a) First, Newmark shall contribute, directly or indirectly through its Subsidiaries, all IPO Proceeds to Newmark Opco. In exchange for such contribution, Newmark Opco shall issue to Newmark a Newmark Opco Limited Partnership Interest consisting of a number of Newmark Opco Units equal to the number of additional shares of Newmark Common Stock issued in the IPO.
(b) Second, using the IPO Proceeds that it received from Newmark pursuant to Section 3.04(a), Newmark Opco shall transfer to Newmark the lesser of (i) an amount of cash equal to the IPO Proceeds or (ii) an amount of cash required to repay all amounts owed by Newmark Opco to Newmark under the BGC Partners-BGC U.S. Opco First Term Loan Note, in partial or full (as the case may be) satisfaction of Newmark Opco’s obligations under the BGC Partners-BGC U.S. Opco First Term Loan Note, the obligations of which were assumed by Newmark Opco in the Opco Partnership Contribution and the benefits of which were transferred to Newmark in the Newmark Inc. Contribution, in each case as contemplated by Section 2.01 and 2.
Use of IPO Proceeds. (a) PubCo shall contribute all of the net cash proceeds received by it from the IPO to Atlas Operating in exchange for the issuance by Atlas Operating to PubCo of a number of Operating Units equal to the number of Class A Shares issued and sold by PubCo to the Underwriters in connection with the initial closing of the IPO. Atlas Operating shall, immediately following its receipt of such net cash proceeds from PubCo, contribute all of such net cash proceeds to Atlas Sand LLC for no consideration.
(b) PubCo shall, immediately following any closing of the issuance and sale of Class A Shares pursuant to the Underwriters’ option to purchase additional Class A Shares in the IPO (the “Option”), contribute all of the net cash proceeds received by it pursuant to the Option to Atlas Operating in exchange for the issuance by Atlas Operating to PubCo of a number of the Operating Units equal to the number of Class A Shares issued and sold by PubCo to the Underwriters in connection with the closing of such exercise of the Option. Atlas Operating shall, immediately following its receipt of such net cash proceeds from PubCo, contribute all of such net cash proceeds to Atlas Sand LLC for no consideration.
Use of IPO Proceeds. American Ski will use all net proceeds of the Minimum IPO Gross Proceeds and will use all Restricted Excess IPO Proceeds (a) to make Investments in its Restricted Subsidiaries for use by them in their ski and lodging operations including, without limitation, the consummation of the Kamori Acquisition and (b) to redeem the 133/4% Subordinated Notes in full on or before December 30, 1997. American Ski may use Unrestricted Excess IPO Proceeds for any lawful purpose not expressly prohibited hereunder with respect to the Unrestricted Excess IPO Proceeds.
Use of IPO Proceeds. (a) PubCo shall contribute (i) all of the net cash proceeds received by it from the IPO, and (ii) a number of Class B Shares equal to the aggregate number of FM Operating Units issued pursuant to Section 2.3 and Section 2.7 to FM Operating in exchange for the issuance of a number of FM Operating Units to PubCo equal to the number of Class A Shares issued by PubCo to the Underwriters in connection with the initial closing of the IPO.
(b) FM Operating shall, immediately following the contribution described in Section 3.4(a), distribute to each of the Continuing Owners, pro rata, in accordance with the number of FM Operating Units owned by each such Continuing Owner immediately following the transactions contemplated by Article II, an aggregate amount of cash equal to the net cash proceeds from the IPO, reduced by any offering costs (the “IPO Distribution Amount”), provided that, FM Holdings’ pro rata share of the IPO Distribution Amount shall be reduced by the amount of all of the loans outstanding under the Existing Credit Facility (the “Outstanding Debt”) and such portion of the IPO Distribution Amount to which FM Holdings would otherwise be entitled shall be utilized to repay the Outstanding Debt pursuant to Section 3.4(c). If FM Holdings’ pro rata share of the IPO Distribution Amount is less than the Outstanding Debt (such amount, a “Shortfall Amount”), New Fortis’ pro rata share of the IPO Distribution Amount shall be reduced by the Shortfall Amount and such reduction shall be utilized to repay the Outstanding Debt pursuant to Section 3.4(c). To the extent that New Fortis’s pro rata share of the IPO Distribution Amount is reduced with respect to a Shortfall Amount, (i) such Shortfall Amount shall be treated as being distributed to New Fortis, (ii) New Fortis shall be treated as having made a loan, bearing interest at eight percent (8%) per annum, compounded quarterly, to FM Holdings in the amount of the Shortfall Amount, and (iii) FM Holdings shall be treated as contributing such amount to FM Operating.
(c) FM Operating shall, immediately following the distributions described in Section 3.4(b), repay all of the Outstanding Debt.
(d) PubCo shall, immediately following any closing of the issuance and sale of Class A Shares pursuant to the Underwriters’ option to purchase additional Class A Shares in the IPO (the “Option”), contribute all of the net cash proceeds received by it pursuant to such Option to FM Operating in exchange for a number of FM Operatin...
Use of IPO Proceeds. (a) Immediately following the initial closing of the IPO, PubCo shall contribute (i) all of the net proceeds received by it from the IPO and (ii) a number of shares of its Class B Common Stock equal to the number of RNGR Units issued pursuant to Section 2.6(d) of this Agreement to RNGR in exchange for the issuance of a number of RNGR Units to PubCo equal to the number of shares of Class A Common Stock issued by PubCo to the Underwriters in connection with the initial closing of the IPO. The number of shares of Class B Common Stock so contributed shall consist of “Primary B Shares” and “Secondary B Shares,” as shall be defined in the A&R RNGR LLC Agreement.
(b) Immediately following the contribution described in Section 3.6(a) of this Agreement, RNGR shall distribute to each of its members (other than PubCo), pro rata, in accordance with the number of RNGR Units owned by each such member, the Primary B Shares.
(c) Immediately following any closing of the issuance and sale of shares of Class A Common Stock pursuant to the Underwriters’ option to purchase additional shares of Class A Common Stock in the IPO (the “Option”), PubCo shall contribute all of the net proceeds received by it pursuant to such Option to RNGR in exchange for a number of RNGR Units equal to the number of shares of Class A Common Stock issued and sold by PubCo pursuant to such Option exercise.
(d) Immediately following any contribution described in Section 3.6(c) of this Agreement, RNGR shall (i) distribute to each of its members (other than PubCo), pro rata, in accordance with the number of RNGR Units owned by each such member, all of the cash proceeds received by RNGR pursuant to such contribution, (ii) redeem from each of such members on a pro rata basis an aggregate number of RNGR Units equal to the number of shares of Class A Common Stock issued and sold by PubCo pursuant to any related exercise of the Option and (iii) surrender to PubCo an aggregate number of Secondary B Shares equal to the number of shares of Class A Common Stock issued and sold by PubCo pursuant to any related exercise of the Option.
(e) Promptly after the earlier of (x) the expiration of the Option and (y) the exercise of the Option for the aggregate number of shares of Class A Common Stock initially subject to such Option, (i) RNGR shall distribute to each of its members (other than PubCo), pro rata, in accordance with the number of RNGR Units owned by each such member, any Secondary B Shares, which will have be...
Use of IPO Proceeds. 2.1 The Company proposes to raise finance by way of the Fresh Issue for the following purposes, all as more particularly to be set out in the Prospectus for:
a. Investment into Texol Lubritech FZC (“Texol”) by way of a loan for financing the repayment/pre-payment of a loan availed by Texol from the Bank of Baroda;
b. Capital expenditure through purchase of equipment and civil work required for (i) expansion in capacity of automotive oil at the Company’s Silvassa Plant; (ii) expansion in capacity of petroleum jelly and accompanying cosmetic product division at the Company’s Taloja Plant; and (iii) expansion in capacity of white oils by installing blending tanks at the Company’s Taloja Plant;
c. Funding the Company’s working capital requirements; and
d. General corporate purposes (collectively, referred to herein as the "Objects of the Offer").
2.2 The Company shall ensure that IPO Proceeds are utilized for the purposes as are set out in the Prospectus and Clause 2.1 above.
Use of IPO Proceeds. (a) PubCo shall, and immediately following the initial closing of the IPO hereby does, contribute (i) all of the net proceeds received by it from the IPO and (ii) a number of shares of its Class B Common Stock equal to the number of RNGR Units issued pursuant to Section 2.6(d) and Section 3.5(b) of this Agreement to RNGR in exchange for the issuance of a number of RNGR Units to PubCo equal to the number of shares of Class A Common Stock issued by PubCo to the Underwriters in connection with the initial closing of the IPO.
(b) RNGR shall, and immediately following the contribution described in Section 3.6(a) of this Agreement hereby does, distribute to each of its members (other than PubCo), pro rata, in accordance with the number of RNGR Units owned by each such member, the shares of the Company’s Class B Common Stock it received pursuant to Section 3.6(a) of this Agreement.
(c) PubCo shall, and immediately following any closing of the issuance and sale of shares of Class A Common Stock pursuant to the Underwriters’ option to purchase additional shares of Class A Common Stock in the IPO (the “Option”) hereby does, contribute all of the net proceeds received by it pursuant to such Option to RNGR in exchange for a number of RNGR Units equal to the number of shares of Class A Common Stock issued and sold by PubCo pursuant to such Option exercise.
Use of IPO Proceeds. 2.1 The Company proposes to raise finance by way of the Fresh Issue for the following purposes, all as more particularly to be set out in the Prospectus for:
a) Repayment and/or pre-payment, in full or part, of certain outstanding borrowings availed by our Company;
b) Funding working capital requirements of our Company; and
c) General corporate purposes. (Collectively, referred to herein as the "Objects of the Offer").
2.2 The Company shall ensure that IPO Proceeds are utilized for the purposes as are set out in the Prospectus and Clause 2.1 above.
