Equity Offerings. No later than the first Business Day following the date of receipt by Holdings of any Net Cash Proceeds with respect to any Equity Offering (other than a Permitted Equity Issuance), the Borrower shall prepay (subject to the payment of any prepayment premium set forth in Section 2.06(b)) the Loans as set forth in Section 2.08 in an aggregate amount equal to 100% of such Net Cash Proceeds.
Equity Offerings. The Borrower shall make, or shall cause each applicable Subsidiary to make, a prepayment of the Term Loan Facilities from the Net Proceeds of any Equity Offering in an amount equal to (i) prior to payment in full of all Term Loan Outstandings, seventy-five percent (75%) of such Net Proceeds and (ii) after payment in full of all Term Loan Outstandings, fifty percent (50%) of such Net Proceeds. Each such prepayment shall be made within fifteen (15) Business Days of receipt of such Net Proceeds and upon not less than three (3) Business' Days written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds.
Equity Offerings. Prepayments in an amount equal to 50% (subject to reductions to a lower percentage upon achievement of certain financial performance measures to be determined) of the net cash proceeds received from the issuance of equity securities of Parent, the Borrower or their respective subsidiaries (other than issuances pursuant to employee stock plans and other exceptions to be mutually agreed upon by the Borrower and the Administrative Agent).
Equity Offerings. No Borrower shall, or shall permit any of their ---------------- Subsidiaries to, consummate or agree to consummate any Equity Offering unless (i) such Borrower has given the Agent (who shall promptly give copies of such notice to the Lenders) 30 days prior written notice thereof and (ii) except as set forth in the proviso below, each Person becoming an equityholder as a result of such Equity Offering shall have executed (A) a Nonrecourse Guarantee in form and substance satisfactory to the Agent, guaranteeing the Obligations, (B) a Pledge Agreement, in form and substance satisfactory to the Agent, granting to the Agent, for the benefit of the Lenders, a security interest in such equity interest and all rights associated therewith, together with appropriate Lien searches requested by the Agent indicating the Lenders' first priority Lien on such interests and rights and (C) UCC-1 Financing Statements, duly executed by such equityholder, in form and substance satisfactory to the Agent and, in connection with such deliveries, cause to be delivered to the Agent (1) such stock certificates or limited liability company interest certificates as may exist with regard to such equity interest, together with undated stock powers executed in blank, (2) a favorable written opinion of counsel satisfactory to the Agent as to such matters relating thereto as any Lender through the Agent may reasonably request, in form and substance satisfactory to the Agent and (3) such other agreements, instruments, approvals or other documents as any Lender through the Agent may reasonably request; provided that compliance with the -------- ---- foregoing clause (ii) shall not be required with regard to an initial public offering of equity interests, the issuance of membership interests in Entravision having no voting power or the Equity Offering to Univision contemplated by the Univision Option. Notwithstanding any provision in this Agreement to the contrary, (a) there shall at all times be pledged to the Agent, for the benefit of the Lenders, pursuant to Nonrecourse Guarantees, Pledge Agreements and related documentation required by this Agreement, direct or indirect Voting Control of each Borrower. In addition, the Borrowers shall not permit the aggregate equity interest of any Minority Shareholder in any Borrower or any Guarantor to increase, whether through the purchase of shares of stock, the receipt of shares of stock as dividends, or otherwise, unless such Minority Shareholder ha...
Equity Offerings. 10 Euroclear.............................................................. 10
Equity Offerings. The Borrower shall not, and shall not permit any of ---------------- its Subsidiaries to, consummate or agree to consummate any Equity Offering.
Equity Offerings. In the event that the Consolidated Leverage Ratio exceeds 2.50 to 1.00 for the most recently ended Four-Quarter Period preceding any Equity Offering, the Borrower shall make a prepayment from the Net Proceeds of such Equity Offering in an amount equal to the lesser of (i) 100% of such Net Proceeds or (ii) the amount of such Net Proceeds which would result in a Consolidated Leverage Ratio equal to 2.50 to 1.00 after giving pro forma effect to such prepayment for such Four-Quarter Period. Each such prepayment shall be made within five (5) Business Days of receipt of such Net Proceeds and upon not less than three (3) Business Days' written notice to the Agent, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of Net Proceeds;
Equity Offerings. Mxxxxx shall make, or shall cause each applicable Subsidiary to make, a prepayment from the Net Proceeds of any Equity Offering in an amount equal to 50% of such Net Proceeds. Each such prepayment shall be made within five (5) Business Days of receipt of such Net Proceeds and upon not less than three (3) Business Days' written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds.
Equity Offerings. The Borrower shall make, or shall cause each applicable Subsidiary or any professional corporation or association whose financial results are included in the consolidated financial statements of the Borrower to make, a prepayment from the Net Proceeds of any Equity Offering in an amount equal to one hundred percent (100%) of such Net Proceeds. Each such prepayment shall be made within fifteen (15) Business Days of receipt of such Net Proceeds and upon not less than three (3) Business Days' written notice to the Agent, and shall include within one (1) Business Day of repayment a certificate of an Authorized Representative setting forth in reasonable detail the calculations utilized in computing the amount of the Net Proceeds. Notwithstanding the foregoing, however, any prepayment required under this
Equity Offerings. 100.0% of the net cash proceeds actually received from the issuance of any equity securities by the Company or any of its subsidiaries (other than (i) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (ii) issuances to the Company or any of its subsidiaries or (iii) issuances in connection with any increase in the purchase price with respect to the Acquisition).
