Equity Proceeds Clause Samples

Equity Proceeds. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the Borrower has received common equity proceeds in an aggregate amount of not less than $50,000,000 (it being understood that this Section 3.01(l) may be satisfied concurrently with the initial funding of Advances under this Agreement).

Equity Proceeds. Notwithstanding anything to contrary contained in Section 2.06(c), until such time as the Loan Parties have prepaid the Term Loans in the amount set forth in Section 2.03(b)(w), immediately (and in any event, within three (3) Business Days) upon any Equity Issuance, the Borrower shall prepay the outstanding amount of the Term Loans (plus all other Obligations due in connection with such prepayment) in an amount equal to not less than 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 7.01(t) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.

Equity Proceeds. The proceeds available to the Acquiror Entities from the issuance of Pure Common Stock or HighPeak Energy Common Stock to purchasers (other than (a) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (b) the Acquiror Parties, (c) any “Contributor” (as defined in the HPK Business Combination Agreement) (other than HighPeak Energy III, LP provided it is not controlled by any of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Acquiror Parties or any of “HighPeak I, HighPeak II or HPK Energy GP” (as defined in the HPK Business Combination Agreement)), (d) any employee(s) of the Persons whose proceeds are excluded pursuant to clauses (b) or (c) above, (e) any Person(s) that own or hold more than Twenty Million Dollars ($20,000,000.00) of equity or equity commitments in any of the Persons whose proceeds are excluded pursuant to clauses (b) (other than holders of “Pure Class A Common Stock” (as defined in the Contribution Agreement)) or (c) above, and (f) any Affiliate(s) of any Person(s) whose proceeds are excluded pursuant to clauses (a) through (e) above (in the case of Persons whose proceeds are excluded pursuant to clause (b) above other than holders of “Pure Class A Common Stock” (as defined in the Contribution Agreement)) shall exceed One Hundred Fifty Million Dollars ($150,000,000.00).”

Equity Proceeds. Give to Agent five (5) Business Days prior notice of any proposed transaction intended to raise Equity Proceeds.

Equity Proceeds. (a) If the Funding Date for Tranche Two occurs on or before August 1, 2011, then deliver to Agent evidence in form and substance satisfactory to Agent that (i) Borrower shall have received net cash proceeds of not less than an additional $3,500,000 from the sale of Borrower’s Series D Stock to existing shareholders after the Closing Date and on or before October 1, 2011, and (ii) Borrower shall have received net cash proceeds of not less than an additional $3,500,000 from the sale of Borrower’s Series D Stock to existing shareholders after October 1, 2011 and on or before February 1, 2012, which such equity issuance shall be pursuant to, and in accordance with, the Series D Equity Agreement. (b) If Tranche Two is not advanced or if the Funding Date for Tranche Two occurs after August 1, 2011, then deliver to Agent evidence in form and substance satisfactory to Agent that (i) Borrower shall have received net cash proceeds of not less than an additional $3,000,000 from the sale of Borrower’s Series D Stock to existing shareholders after the Closing Date and on or before August 1, 2011, (ii) Borrower shall have received net cash proceeds of not less than an additional $2,000,000 from the sale of Borrower’s Series D Stock to existing shareholders after August 1, 2011 and on or before October 1, 2011, and (iii) Borrower shall have received net cash proceeds of not less than an additional $2,000,000 from the sale of Borrower’s Series D Stock to existing shareholders after October 1, 2011 and on or before February 1, 2012, which such equity issuances shall be pursuant to, and in accordance with, the Series D Equity Agreement.

Equity Proceeds. (a) The Company shall ensure that an aggregate amount equal to any Equity Proceeds is immediately applied in mandatory repayment and cancellation of the Facility in accordance with Clause 7.7 (Application of prepayments). (b) Paragraph (a) above shall not apply to Equity Proceeds received by a member of the Group from: (i) the issue of ordinary shares by the Company for the purposes of the share exchange pursuant to the Offer, the Squeeze-out or the Sell-out; or (ii) the issuance of shares by the Company to satisfy employee stock options and employee stock purchase plans. (c) For the purposes of this Agreement, “Equity Proceeds” means any amounts received or recovered by the Company or any member of the Group (other than from any other member of the Group) by way of issue or subscription for or other acquisition of any share capital in the Company or any member of the Group (whether or not redeemable) or the issue, subscription for or other acquisition of any warrants (or similar instruments for the subscription of any such share capital) or any instrument convertible or exchangeable into any share capital of the Company or any member of the Group.

Equity Proceeds. The Borrowers shall make mandatory principal prepayments of the Term Loans in the manner set forth in Section 4.4(b)(v) below in amounts equal to fifty percent (50%) of the aggregate Net Cash Proceeds from any offering of equity securities by any Borrower or any of its Subsidiaries. Such prepayment shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such transaction.

Equity Proceeds. Within five (5) Business Days of the receipt of proceeds from any issuance of equity securities of the Loan Parties (other than any equity contributed by Saratoga), the Borrower shall make a mandatory prepayment of principal equal to 50% of the net after-tax proceeds of such issuance, together with accrued interest on such principal amount.

Equity Proceeds. Parent shall have received (i) net proceeds in a minimum amount of $650,000,000 from the sale of new Parent common stock (comprised of at least (A) $505,500,000 from the sale of Parent common stock pursuant to a rights offering to Parent noteholders that is fully backstopped by a group of Parent noteholders (the “Parent Backstop Group”), (B) $75,000,000 from a direct discounted purchase of Parent common stock by the Parent Backstop Group, (C) $50,000,000 from a direct undiscounted purchase of Parent common stock by the Parent Backstop Group and (D) $19,500,000 from the conversion of claims in respect of the 12 ¼% Notes due 2016 of Holdings (the “SFO Notes”)) and (ii) additional equity capital of at least (A) $25,000,000 from the sale of additional common stock pursuant to the Delayed Draw Equity Commitment under which at least $25,000,000 can be raised from the sale of additional common stock if the board of directors of Parent determines that such additional equity contribution is necessary between the date on which the Confirmation Order becomes effective and June 1, 2011, and (B) $50,000,000 from the conversion of claims in respect of the SFO Notes to fund the payment of post-petition interest in respect of the SFO Notes if the Bankruptcy Court allows such claims; provided, however, that in the case of clauses (i)(D) and (ii)(B) above, Parent may receive cash in such amounts from such holders of claims (as opposed to and in lieu of a conversion of claims).