Excess Proceeds Offer Clause Samples

Excess Proceeds Offer. (i) Not later than five (5) day after the date of receipt by: (A) any Note Party or any of its Subsidiaries of any Net Asset Sale Proceeds in excess of One Hundred Thousand Dollars ($100,000) in the aggregate since the Closing Date (such excess, “Excess Net Asset Sale Proceeds”); (B) any Note Party or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds in excess of One Hundred Thousand Dollars ($100,000) in the aggregate since the Closing Date (such excess, “Excess Net Insurance/Condemnation Proceeds”); (C) any receipt by Topco of any cash, Cash Equivalents or other proceeds from any capital contributions to, or issuances or other sales of or transactions with respect to any Equity Interests (provided; however that prior to the consummation of the De-SPAC Transactions, a prepayment shall only be required only once the proceeds from such transactions (individually or in the aggregate) exceed $25,000,000 and in no case shall the Note Parties be required to make a prepayment with the proceeds of the De-SPAC Transactions) (the provisions of this clause (C) 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) (“Issuance Proceeds”); (D) any Note Party or any of its Subsidiaries or any of its Subsidiaries of any Net Indebtedness Incurrence Proceeds since the Closing Date (such excess, “Excess Net Indebtedness Incurrence Proceeds”); (E) any Note Party or any of its Subsidiaries of any tax refunds in excess of One Hundred Thousand Dollars ($100,000) in the aggregate in any Fiscal Year (such excess, “Excess Tax Refund Proceeds”); (F) on each ATM Payment Date, any Note Party or any of its Subsidiaries of any Net ATM Proceeds, if any (each such payment, an “ATM Payment”), received in cash by the Issuer from the issuance of ATM Shares, if any are issued, during the ATM Issuance Period;