Net Proceeds of Capital Stock definition

Net Proceeds of Capital Stock means any proceeds received by the Borrower or a Consolidated Subsidiary in respect of the issuance of Capital Stock, after deducting therefrom all reasonable and customary costs and expenses incurred by the Borrower or such Consolidated Subsidiary directly in connection with the issuance of such Capital Stock.

Net Proceeds of Capital Stock means, for any period, proceeds (net of all customary costs and out-of-pocket expenses in connection therewith, including, without limitation, customary placement, underwriting and brokerage fees and expenses) received by the Borrower during such period, from the sale of all Capital Stock.

Net Proceeds of Capital Stock means any proceeds received or deemed ----------------------------- received by the Borrower or its Consolidated Subsidiary in respect of the issuance or sale of Capital Stock or conversion of any Debt to Capital Stock, after deducting therefrom all reasonable and customary costs and expenses incurred by the Borrower or such Consolidated Subsidiary directly in connection with such issuance or sale of such Capital Stock or conversion of such Debt. In the case of an Acquisition where some or all of the consideration for the Acquisition is Capital Stock, the amount of proceeds received or deemed received in respect of such Capital Stock shall be equal to the shareholders' (or in the case of a limited liability company or partnership, the members' or partners') equity of the Person being so acquired immediately following the Acquisition, as determined in accordance with GAAP, less all non-cash, non-recurring charges required or appropriate under GAAP to be taken by the Borrower and its Consolidated Subsidiaries for any period after February 28, 1998 as a result of the Acquisition, provided that in no instance shall "Net -------- Proceeds of Capital Stock" as so calculated be less than zero.

Examples of Net Proceeds of Capital Stock in a sentence

• Adjusted Consolidated Net Worth will at no time be less than $487,569,000, plus the sum of (x) 50% of the cumulative Net Proceeds of Capital Stock received during any period after April 27, 1998, plus (y) 50% of any equity resulting from a conversion of Indebtedness of Flowers during any period after April 27, 1998, less (z) any amount of equity of Flowers repurchased during any period after April 27, 1998, calculated quarterly at the end of each Fiscal Quarter.

• Adjusted Consolidated Net Worth will at no time be less than $487,569,000, plus the sum of (x) 50% of the cumulative Net Proceeds of Capital Stock received during any period after April 27, 1998, plus (y) 50% of any equity resulting from a conversion of Indebtedness of the Borrower during any period after April 27, 1998, less (z) any amount of equity of the Borrower repurchased during any period after April 27, 1998, calculated quarterly at the end of each Fiscal Quarter.

• The Borrower will at all times maintain Consolidated Net Worth of not less than the sum of (i) $73,500,000, (ii) 50% of Consolidated Net Income (without deduction for losses) for each preceding fiscal year (commencing with the fiscal year ending December 31, 1997), and (iii) the aggregate amount of all Net Proceeds of Capital Stock received or deemed received after the date of this Agreement.

• The Borrower will maintain, at all times on and after June 30, 1998, Consolidated Net Worth of not less than the sum of (i) $95,000,000, (ii) 50% of Consolidated Net Income (without deduction for losses) for each preceding fiscal quarter (commencing with the third fiscal quarter of the Borrower's 1998 fiscal year), and (iii) the aggregate amount of all Net Proceeds of Capital Stock received or deemed received after June 30, 1998.

• Consolidated Tangible Net Worth will at no time be less than $20,000,000 as of December 28, 1996, plus the sum of (i) 25.0% of the cumulative Reported Net Income of the Borrower and its Consolidated Subsidiaries during each Fiscal Year, beginning December 29, 1996, and (ii) 100% of the cumulative Net Proceeds of Capital Stock received during any period after December 31, 1996, calculated quarterly.

More Definitions of Net Proceeds of Capital Stock

Net Proceeds of Capital Stock means, with respect to any period, cash proceeds (net of all costs and out-of-pocket expenses in connection therewith, including, without limitation, placement, underwriting and brokerage fees and expenses), received by the Company and its Subsidiaries during such period, from the sale of all capital stock (other than Redeemable capital stock) of the Company, including in such net proceeds: (a) the net amount paid upon issuance and exercise during such period of any right to acquire any capital stock, or

Net Proceeds of Capital Stock means, with respect to any period, cash proceeds (net of all costs and out-of-pocket expenses in connection therewith, including, without limitation, placement, underwriting and brokerage fees and expenses), received by the Company and its Subsidiaries during such period, from the sale of all capital stock or other equity interests (other than Redeemable capital stock or other Redeemable equity interests) of the Company and its Subsidiaries, including in such net proceeds: (a) the net amount paid upon issuance and exercise during such period of any right to acquire any capital stock or other equity interest, or paid during such period to convert a convertible debt Security to capital stock or other equity interest (but excluding any amount paid to the Company upon issuance of such convertible debt Security), and (b) any amount paid to the Company or any Subsidiary upon issuance of any convertible debt Security issued after January 1, 2003 and thereafter converted to capital stock or other equity interest (other than Redeemable capital stock or other Redeemable equity interests) during such period."

Net Proceeds of Capital Stock any proceeds received or deemed ----------------------------- received by GPI or a GPI Consolidated Subsidiary in respect of the issuance or sale of Capital Stock or conversion of any debt to Capital Stock, after deducting therefrom all reasonable and customary costs and expenses incurred by GPI or such GPI Consolidated Subsidiary directly in connection with such issuance or sale of such Capital Stock or conversion of such debt. In the case of an acquisition where some or all of the consideration for the acquisition is Capital Stock, the amount of proceeds received or deemed received in respect of such Capital Stock shall be equal to the shareholders' (or in the case of a partnership or limited liability company, the partners' or members') equity of the acquired entity immediately following the acquisition, as determined in accordance with GAAP, less all non-cash, non-recurring charges required or appropriate under GAAP to be taken by GPI or a GPI Consolidated Subsidiary as a result of the acquisition, provided that in no instance shall "Net Proceeds of Capital Stock" as so calculated be less than zero.

Net Proceeds of Capital Stock means any proceeds received or deemed received by the Borrower or its Consolidated Subsidiary in respect of the issuance or sale of Capital Stock or conversion of any Debt to Capital Stock, after deducting therefrom all reasonable and customary costs and expenses incurred by the Borrower or such Consolidated Subsidiary directly in connection with such issuance or sale of such Capital Stock or conversion of such Debt. In the case of an Acquisition where some or all of the consideration for the Acquisition is Capital Stock, the amount of proceeds received or deemed received in respect of such Capital Stock shall be equal to the shareholders’ (or in the case of a partnership or limited liability company, the partners’ or members’) equity of the Acquired Entity immediately following the Acquisition, as determined in accordance with GAAP, less all non-cash, non-recurring charges required or appropriate under GAAP to be taken by the Borrower and its Consolidated Subsidiaries as a result of the Acquisition, provided that in no instance shall “Net Proceeds of Capital Stock” as so calculated be less than zero.

Net Proceeds of Capital Stock means, with respect to any period, cash proceeds (net of all costs and out-of-pocket expenses in connection therewith, including, without limitation, placement, underwriting and brokerage fees and expenses), received by the Company during such period, from the sale of all capital stock (other than Redeemable capital stock) of the Company, including in such net proceeds: (a) the net amount paid upon issuance and exercise during such period of any right to acquire any capital stock, or paid during such period to convert a convertible debt security to capital stock (but excluding any amount paid to the Company upon issuance of such convertible debt security); and (b) any amount paid to the Company upon issuance of any convertible debt security issued after March 31, 1999, and thereafter converted to capital stock during such period.

Net Proceeds of Capital Stock means any cash proceeds received by the Company or a Consolidated Subsidiary in respect of the issuance of Capital Stock, after deducting therefrom all reasonable and customary costs and expenses incurred by the Company or such Consolidated Subsidiary directly in connection with the issuance of such Capital Stock.

Net Proceeds of Capital Stock means, for any period, proceeds (net of all customary costs and out-of-pocket expenses in connection therewith, including, without limitation, customary placement, underwriting and brokerage fees and expenses) received by the Borrower or any Subsidiary during such period, from the sale of all Capital Stock.