Equity Offset definition

Equity Offset has the meaning given to such term in Section 2.01.17 of this Agreement.
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Equity Offset has the meaning given to such term in Section 2.01.17 of this Agreement. LEGAL02/44139400v8
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Equity Offset means any net pre-tax gains in respect of Common Stock received by a Participant in connection with the Change in Control, including but not limited to amounts received with respect to such Participant’s outstanding restricted Common Stock or options to purchase Common Stock.
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Examples of Equity Offset in a sentence

  • The Floor Plan Borrowers hereby authorize the Administrative Agent, in its discretion, to apply the Equity Offset to payments due to M&T under the M&T Advances.

  • Interest upon the Equity Balance shall be accrued on a daily basis based upon end of day cash balances and a rate equal to (x) the interest rate then applicable to the Floor Plan Loans, minus (y) seventy-five (75) Basis Points (“ Equity Offset ”).

  • The Administrative Agent and the Required Lenders have agreed to enter into this Amendment with the Obligors in order to provide for the Audit Extension, to amend the Credit Agreement to provide for the Equity Offset Amendment, and to amend the Credit Agreement in certain other respects in connection therewith, upon the terms and conditions set forth herein.

  • In addition, M&T Bank and the Borrowers desire to terminate their Equity Offset Agreements in their existing form and replace all of them with a new provision in the Credit Agreement as set forth below in this Amendment (“Equity Offset Amendment”).

  • Under the Floor Plan Equity Offset Arrangement, the Borrowers may, at their election, deliver cash, checks or other good funds instruments to the Administrative Agent (“ Equity Transaction ”) to be held as Collateral and security for the Obligations for the pro-rata benefit of the Lenders, and the Administrative Agent agrees to account to the Borrowers for the total of such deliveries (such deliveries, the “ Equity Balance ”).

  • Interest accrued in the Equity Offset shall not exceed the aggregate Loan interest receivable of the Lenders at any given time, and Equity Offset excess balances shall automatically transfer to a secondary non-interest bearing Equity Offset.(d) The Administrative Agent on behalf of the Lenders shall have the use of any Equity Balance in its possession and may commingle any Equity Balance with other funds of the Administrative Agent.

  • At the end of each month (or, at the election of the Administrative Agent, on the Floor Plan Loan Adjustment Date occurring in the fourth calendar week of any calendar month), the Equity Offset interest accrued shall be applied to accrued and unpaid interest on account of the Floor Plan Loans as billed by the Administrative Agent, reducing, pro-rata, the interest receivable of each Lender.

  • Under the Floor Plan Equity Offset Arrangement, the Borrowers may, at their election, deliver cash, checks or other good funds instruments to the Administrative Agent (“Equity Transaction”) to be held as Collateral and security for the Obligations for the pro-rata benefit of the Lenders, and the Administrative Agent agrees to account to the Borrowers for the total of such deliveries (such deliveries, the “Equity Balance”).

  • Total loans outstanding to these persons at December 31, 2000 and 1999 amounted to $359,508 and $345,494, respectively.

  • The Borrowers hereby authorize the Administrative Agent, in its discretion, to apply the Equity Offset to payments due to M&T under the M&T Advances.Section 2.03.

Related to Equity Offset

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • non-equity incentive plan means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Specified Equity Contribution has the meaning specified in Section 8.04.

  • Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.

  • Cure Amount has the meaning assigned to such term in Section 7.02(a).

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Equity Issuance means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

  • Equity Ownership means the percentage ownership and control, exercised by individuals within an enterprise.

  • Net Equity Proceeds means an amount equal to any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Holdings or any of its Subsidiaries, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Net Asset Sale Proceeds means, with respect to any Asset Sale, an amount equal to (i) cash payments (including any cash received by way of release from escrow or deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings, any Borrower or any of the Restricted Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) sales, transfer, income, gains or other taxes payable (or estimated in good faith by Holdings to become payable) in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans, any Junior Financing, any Credit Agreement Refinancing Indebtedness or any Second Lien Term Facility Indebtedness) that is secured by a Lien on the Equity Interests or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (a) above) (x) related to any of the applicable assets and (y) retained by the Borrowers or applicable Restricted Subsidiary, including, without limitation, pension and other post-employment benefit liabilities related to environmental matters or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings, any Borrower or any of the Restricted Subsidiaries in connection with such Asset Sale; provided, upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds, (d) the out of pocket expenses, costs and fees incurred with respect to legal, investment banking, brokerage, advisor and accounting and other professional fees, sales commissions and disbursements, survey costs, title insurance premiums and related search and recording charges, in each case actually incurred in connection with such sale or disposition and payable to a Person that is not an Affiliate of Holdings, (e) in the case of any Asset Sale by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Asset Sale Proceeds thereof (calculated without regard to this clause (e)) attributable to minority interests and not available for distribution to or for the account of any Borrower or a wholly-owned Restricted Subsidiary as a result thereof and (f) in the case of any such cash payments received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable (or estimated in good faith by Holdings to become payable) in connection with the repatriation of such cash proceeds to any Borrower or any Guarantor Subsidiary.

  • Cash means, as to the Capital Account, cash or other property (other than Securities) on hand in the Capital Account or receivable and to be credited to the Capital Account as of the Evaluation Time on the Business Day preceding the Trade Date (other than amounts to be distributed solely to persons other than persons receiving the distribution from the Capital Account as holders of Additional Units created by the deposit), and, as to the Income Account, cash or other property (other than Securities) received by the Trust as of the Evaluation Time on the Business Day preceding the Trade Date or receivable by the Trust in respect of dividends or other distributions declared but not received as of the Evaluation Time on the Business Day preceding the Trade Date, reduced by the amount of any cash or other property received or receivable on any Security allocable (in accordance with the Trustee's calculation of the monthly distribution from the Income Account pursuant to Section 3.05) to a distribution made or to be made in respect of a Record Date occurring prior to the Trade Date. Each deposit made pursuant to this Section 2.05 shall replicate, to the extent practicable, the portfolio immediately prior to such deposit.