Exempt Equity Proceeds definition

Exempt Equity Proceeds means, at any time, an amount equal to the aggregate amount of cash proceeds contributed to the Borrower at or prior to such time from the sale or other issuance after the date of this Agreement of Equity Interests of the Parent, less the aggregate of all such amounts applied pursuant to Section 7.02(n), Section 7.02(s), Section 7.06(a)(ix), Section 7.14(f)(ii) or Section 7.14(h)(ii).
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Exempt Equity Proceeds means the Net Proceeds from an Equity Issuance by the Parent Guarantor or the Borrower that are retained by the Borrower in accordance with the Prepayment Waterfall.
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Exempt Equity Proceeds means proceeds from the issuance and sale of Capital Stock of the Borrower (other than Disqualified Stock) in a transaction that is not required to be registered under the federal Securities Act of 1933 or its successor, if such Capital Stock (a) is issued and sold to an officer or employee of the Borrower or any of its Subsidiaries, (b) is issued for use, and used, solely as Acquisition Consideration, (c) is issued and sold solely to existing stockholders of the Borrower, but only the first $5,000,000 in proceeds from such issuances and sales (counting all such issuances and sales effectuated at any time after the date of this Agreement) shall be Exempt Equity Proceeds, or (d) is issued pursuant to the Equity Offering.
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Examples of Exempt Equity Proceeds in a sentence

  • Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may at any time make additional Capital Expenditures (a) that are Environmental Capital Expenditures or Necessary Capital Expenditures or (b) in an amount equal to the amount of Exempt Equity Proceeds at such time.

  • The Borrower receives any Net Proceeds from the issuance or sale of any of its Capital Stock in any transaction that is not required to be registered under the federal Securities Act of 1933 or its successor (except Exempt Equity Proceeds), the Borrower shall contemporaneously therewith reduce the Commitments and prepay the Loans in an amount equal to 50% of such Net Proceeds.

  • In addition, if at any time any net cash proceeds from an Exemption-Eligible Equity Issuance cease to be Exempt Equity Proceeds pursuant to the provisions of clause (iii) in the definition of "Exemption-Eligible Equity Issuance", then the Borrower shall prepay the Notes in an aggregate amount equal to 100% of such net cash proceeds.

Related to Exempt Equity Proceeds

  • Net Equity Proceeds means, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution.

  • Equity Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any Capital Stock or other equity securities of, or the making of any capital contribution to, the Company after the Closing Date.

  • Investment Proceeds means, with respect to any Determination Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 1996-1 Accounts, together with an amount equal to the Series 1996-1 Allocation Percentage of the interest and other investment earnings on funds held in the Collection Account credited as of such date to the Collection Account pursuant to Section 4.02 of the Agreement.

  • Sale Proceeds All proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance with the restrictions described in Article XII less any reasonable expenses incurred by the Collateral Manager, the Collateral Administrator or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales. Sale Proceeds will include Principal Financed Accrued Interest received in respect of such sale.

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Excluded Equity Issuance means (i) any issuance of Equity Interest by a member of the Restricted Group to another member of the Restricted Group, (ii) any issuance of Equity Interests by the Borrower pursuant to an equity incentive or compensation plan or pursuant to a dividend reinvestment or share purchase plan, and (iii) any issuance of Equity Interest in Parent to acquire limited partnership interests in PREIT.

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by any Restricted Entity from such Equity Issuance (other than from any other Credit Party) after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred by any Restricted Entity in connection with such Equity Issuance.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Permitted Equity Issuance means any sale or issuance of any Qualified Equity Interests of the Borrower or any Parent Company.

  • Asset Sale Proceeds means, with respect to any Asset Sale,

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Principal Funding Investment Proceeds means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • 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

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings, site preparation, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower, any Parent Guarantor or any of their respective Subsidiaries in connection therewith, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Available Equity Amount means a cumulative amount equal to (without duplication):

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”

  • Principal Proceeds means, with respect to any Collection Period or the related Determination Date, all amounts received by the Borrower during such Collection Period that do not constitute Interest Proceeds, including unapplied proceeds of the Advances and any amounts received by the Borrower as equity contributions (howsoever designated).

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.