Excess Proceeds Amount definition
Excess Proceeds Amount means as specified in Section 2.7(a).
Excess Proceeds Amount shall initially be zero, which amount shall be (A) increased (i) on each Excess Cash Payment Date (commencing with the --------- Excess Cash Payment Date occurring 90 days after the fiscal year ending December 31, 1997) so long as any repayment required pursuant to Section 4.02(A)(f) has been made, by an amount equal to that percentage of Excess Cash Flow of the Borrower and its Subsidiaries which is permitted to be retained pursuant to Section 4.02(A)(f) of Excess Cash Flow for the immediately preceding Excess Cash Flow Period, (ii) on the date of the receipt by Holdings of the proceeds from any issuance of Holdings Common Stock (other than Permitted Equity Proceeds and other than proceeds received from the IPO), so long as any repayment pursuant to Section 4.02(A)(d) has been made and Holdings has contributed such proceeds to the Borrower in accordance with Section 7.15, by an amount equal to 50% of the net proceeds from such offering or issuance and (iii) on the date of the receipt by Holdings of any Permitted Equity Proceeds so long as Holdings has contributed or loaned such Permitted Equity Proceeds to the Borrower in accordance with Section 4.02(A)(d), by an amount equal to 100% of such Permitted Equity Proceeds, and (B) reduced (i) on each Excess Cash Payment Date (commencing with ------- the Excess Cash Payment Date occurring 90 days after the fiscal year ending December 31, 1997) where Excess Cash Flow for the immediately preceding Excess Cash Flow Period is a negative number, by such amount, (ii) at the time any Capital Expenditure is made pursuant to Section 8.08(e), by the amount thereof, (iii) at the time any investment is made pursuant to Section 8.05(x), by the amount (if any) of Excess Proceeds expended in connection therewith, (iv) at the time when the Borrower or any Domestic Subsidiary makes an Intercompany Loan to a Foreign Subsidiary pursuant to Section 8.05(g), by the amount (if any) of Excess Proceeds expended in connection therewith, (v) at the time when the Borrower or any Domestic Subsidiary makes a contribution to or a capitalization or forgiveness of Indebtedness of any Foreign Subsidiary pursuant to Section 8.05(l), by the amount (if any) of Excess Proceeds expended in connection therewith, and (vi) at the time Holdings pays any Dividend pursuant to Section 8.06(ix), by the amount (if any) of Excess Proceeds expended in connection therewith (it being understood that the Excess Proceeds Amount may be reduced to an amount below z...
Excess Proceeds Amount shall initially be $0, which amount shall be (i) increased (a) on the date of delivery in any Fiscal Year of an --------- Officer's Certificate setting forth the calculation of Consolidated Excess Cash Flow for the preceding Fiscal Year pursuant to subsection 2.4B(iii)(g) (each such date being a "Excess Cash Payment Date"), so long as any prepayment required pursuant to subsection 2.4B(iii)(f) has been made, by an amount equal to the amount of such Consolidated Excess Cash Flow which is not so prepaid, and (b) on the date of the receipt by Holdings of any Net Equity Proceeds or up to $25,000,000 of proceeds from the issuance of equity Securities of Holdings to ▇▇▇▇ and the Other Investors after the Closing Date, so long as any prepayment required pursuant to subsection 2.4B(iii)(e) has been made, by an amount equal to such Net Equity Proceeds and such other proceeds which are not so prepaid, and (ii) reduced (a) on each Excess Cash Payment Date where ------- Consolidated Excess Cash Flow for the immediately preceding Fiscal Year is a negative number, by such amount, (b) at the time any Consolidated Capital Expenditure is made pursuant to subsection 7.8C, by the amount of such expenditure, (c) at the time any intercompany loan is made pursuant to the second proviso to subsection 7.1(v), by the principal amount of such loan, and (d) at the time any Investment is made pursuant to subsection 7.3(xx), by the amount of such Investment, it being understood that the Excess Proceeds Amount may be reduced to an amount below $0 after giving effect to the reductions enumerated in clause (ii)(a) above.
Examples of Excess Proceeds Amount in a sentence
Solely for purposes of calculating the Excess Proceeds Amount in U.S. dollars, the Aggregate Issue Price shall be converted from euro into U.S. dollars by applying the exchange rate in effect on the business day preceding the Closing Date.
The Representatives, on behalf of the several Underwriters, shall cause payment of the Excess Proceeds Amount to the account designated by the Company for the New Shares at the Closing Date.
Upon completion of such Excess Proceeds Offer, the Floating Rate Notes Excess Proceeds Amount shall be deemed to be zero.
The Corporation may defer the Asset Sale Offer until the aggregate unutilized Excess Proceeds Amount equals or exceeds $5 million resulting from one or more Asset Sales (at which time, the entire unutilized Excess Proceeds Amount, and not just the amount in excess of $5 million, will be applied as required pursuant to this paragraph).
Promptly following any such disposition of assets, the Company will give to each holder of Notes a statement describing the disposition and a calculation of the Net Excess Proceeds Amount.
More Definitions of Excess Proceeds Amount
Excess Proceeds Amount shall initially be $0, which amount shall be (A) increased on each Excess Cash Flow Payment Date so long as any repayment required pursuant to Section 4.02(g) has been made, by an amount equal to Adjusted Excess Cash Flow for the immediately preceding Excess Cash Flow Payment Period multiplied by a percentage equal to 100% minus the Applicable Excess Cash Flow Percentage as in effect for the respective Excess Cash Flow Payment Date, and (B) reduced (i) on each Excess Cash Flow Payment Date where Excess Cash Flow for the immediately preceding Excess Cash Flow Payment Period is a negative number, by such amount and (ii) at any time any Dividend is made or paid pursuant to Section 9.06(xiv), by the aggregate amount of cash expended to effect such Dividend (it being understood that the Excess Proceeds Amount may be reduced to an amount below zero after giving effect to the reductions enumerated in clause (B) above).
Excess Proceeds Amount has the meaning set out in Section 6.12(1)(iv).
Excess Proceeds Amount means Twenty-Five Million Dollars ($25,000,000); provided, however, for any Partial Liquidity Event consisting of the issuance of new equity for which the majority is issued to a new investor, “Excess Proceeds Amount” shall be Fifty Million Dollars ($50,000,000).
Excess Proceeds Amount shall equal the amount (if any) by which the net proceeds received by the Borrower from the issuance of the Senior Subordinated Notes exceeds the Bridge Take-Out Amount.
Excess Proceeds Amount means, at any time, the greater of (i) the excess, if any, of (A) the Gross Proceeds Amounts of all Asset Sales during the then current fiscal year over (B) 10% of Consolidated Total Assets as of the end of the prior fiscal year or (ii) the Gross Proceeds Amounts of all Assets Sales during the then current fiscal year multiplied by a fraction (x) the numerator of which is the excess, if any, of (A) the percentage of EBITDA attributable to the property and assets subject to such Asset Sales over (B) 15% of EBITDA for any of the three preceding fiscal years (beginning with the 2004 fiscal year) and (y) the denominator of which is the percentage of EBITDA for any of such three fiscal years attributable to the property and assets subject to such Asset Sales. In making any calculation pursuant to subclause (x) of clause (ii) of the preceding sentence, the fiscal year which results in the greatest excess shall be utilized, and the same such fiscal year shall be utilized for purposes of subclause (y) of said clause (ii).
Excess Proceeds Amount shall initially be $0, which amount shall be (A) increased on each Excess Cash Payment Date so long as any repayment required --------- pursuant to Section 4.02(A)(f) has been made, by an amount equal to 25% of Excess Cash Flow for the immediately preceding Excess Cash Flow Period, and (B) reduced (i) on each Excess Cash Payment Date where Excess Cash Flow for the ------- immediately preceding Excess Cash Flow Period is a negative number, by such amount, (ii) at the time any Capital Expenditure is made pursuant to Section 8.08(f), by the amount thereof, and (iii) at the time any Permitted Acquisition is made, by the amount of Excess Proceeds expended in connection therewith (it being understood that the Excess Proceeds Amount may be reduced to an amount below zero after giving effect to the reductions enumerated in clause (B) above).
Excess Proceeds Amount appearing in Section 10 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (A)(iv) appearing in said definition and inserting a comma in lieu thereof and (ii) inserting the following new clause (vi) at the end of clause (A) of said definition: "and (vi) on each date of receipt by the Borrower or any of its Subsidiaries of the Net Proceeds from any Behring Real Property Sale so long as any repayment pursuant to Section 4.02(A)(c) has been made, by an amount equal to the portion of such Net Proceeds permitted to be retained by the Borrower pursuant to Section 4.02(A)(c) (to the extent in the form of cash, including cash received upon liquidation of or principal payment on any non-cash asset previously received)".