Excess Cash Offer definition

Excess Cash Offer has the meaning assigned to such term in Section 4.14.
Sample 1Sample 2Sample 3
Excess Cash Offer has the meaning specified in Section 10.14.
Sample 1Sample 2Sample 3
Excess Cash Offer has the meaning given to it in Section 4.16.
Sample 1Sample 2Sample 3

Examples of Excess Cash Offer in a sentence

  • Each notice of an Excess Cash Offer shall be accompanied by a certificate of the chief financial officer of the Company addressed to the Trustee certifying (and demonstrating with reasonable particulars) the calculation and application of the applicable Excess Cash Amount for such fiscal year.

  • The Company shall send notice of an Additional Interest Excess Cash Offer at least 20 Business Days prior to the close of business on the third Business Day prior to the Additional Interest Excess Cash Purchase Date (the "Additional Interest Final Put Date"), by first-class mail, to each Holder at his address set forth upon the registry of the Company, with a copy to the Trustee.

  • An amount equal to the aggregate of all Additional Interest Excess Cash received by the Company is referred to as the "Additional Interest Accumulated Amount." Prior to making any Additional Interest Excess Cash Offer, the Company shall invest the Additional Interest Accumulated Amount only in cash and Cash Equivalents.

  • The Company may, at its option, elect to make an Additional Interest Excess Cash Offer in the manner specified herein prior to the time that the Additional Interest Accumulated Amount exceeds $10,000,000.

  • Within five Business Days after the Company is obligated to make an Excess Cash Offer pursuant to this Section 10.14, the Company shall send a written notice, by first-class mail, to the Holders of the PIK Toggle Notes, with a copy to the Trustee, accompanied by such information regarding the Company and its Restricted Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Excess Cash Offer.

  • The notice to the Holders will contain all information, instructions, and materials required by applicable law or otherwise material to such Holders' decision to tender Notes pursuant to the Additional Interest Excess Cash Offer.

  • The Indenture provides that upon the occurrence of a Change of Control or an Asset Sale or pursuant to an Excess Cash Offer, and subject to further limitations contained in the Indenture, the Company shall make an offer to purchase outstanding PIK Toggle Notes in accordance with the procedures set forth in the Indenture.

  • If the amount of the Excess Cash Offer for any fiscal year would be less than the Excess Cash Minimum, so long as no Priority Lien Debt is outstanding, such amount will be carried forward and accumulated and counted in the amount of future Excess Cash Offers until the Excess Cash Minimum is met.

  • Upon the expiration of such period, the Company will apply the Excess Cash Offer Amount to the purchase of all Securities tendered at the Excess Cash Offer Price.

  • The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with an Excess Cash Offer.


More Definitions of Excess Cash Offer

Excess Cash Offer shall have the meaning given to it in Section 4.21.
Sample 1
Excess Cash Offer means an “Excess Cash Offer” under, and as defined in, the Indenture.
Sample 1
Excess Cash Offer as set forth in Section 1.01 of the Original Indenture shall have no continuing relevance to this Indenture.
Sample 1

Related to Excess Cash Offer

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Excess Cash all cash and Cash Equivalents of the Borrower and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP in excess of $25,000,000.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Excess Cash Flow means, for any period, an amount equal to the excess of:

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Excess Cash Flow Payment Date means the earlier of (a) the date occurring 90 days after the last day of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower ending December 31, 2018) and (b) the third Business Day following the date on which financial statements with respect to such period are delivered pursuant to Section 5.01(c).

  • Excess Cash Flow Payment Period means, with respect to any Excess Cash Flow Payment Date, the immediately preceding fiscal year of the Borrower.

  • Net Proceeds Offer Amount has the meaning set forth in Section 4.16.

  • Net Monthly Excess Cashflow With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.

  • Net Proceeds Offer Payment Date has the meaning set forth in Section 4.16.

  • Excess Cash Flow Period means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2016.

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Excess Cash Flow Application Date as defined in Section 2.12(c).

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Monthly Excess Cashflow For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Excess Cashflow With respect to any Distribution Date, an amount, if any, equal to the sum of (a) the Remaining Excess Spread for such Distribution Date and (b) the Overcollateralization Release Amount for such Distribution Date.

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • Cash Out means a monetary settlement of any quantities of energy owed to or from the Transporter, after which settlement Shipper, or such other party having title to the Gas, shall no longer have title to such energy.

  • Excess Cash Flow Percentage 50%; provided that the Excess Cash Flow Percentage shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.75 to 1.00 and (b) to 0% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 2.25 to 1.00.

  • Excess Liquidation Proceeds With respect to any Distribution Date, the excess, if any, of aggregate Liquidation Proceeds received during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans on the date such Liquidation Proceeds were received.

  • Major Asset Disposition means the sale or other disposition in one transaction or a series of related transactions of 50% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company shall be based on fair market value, as determined by a majority of the members of the Incumbent Board;

  • Cash Settlement Amount means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (I) converted (if applicable) into the Settlement Currency at the Exchange Rate or, as the case may be, (II) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into Settlement Currency at the Second Exchange Rate):

  • Class Prepayment Distribution Trigger For a Class of Subordinate Certificates for any Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate Current Principal Amount of such Class and each Class of Subordinate Certificates subordinate thereto, if any, and the denominator of which is the Scheduled Principal Balance of all of the Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of the Closing Date.

  • Cumulative Excess Cash Flow means the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on December 31, 2013 and Excess Cash Flow for each succeeding completed fiscal year.

  • Available Distribution Amount As to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to this Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date.