Common use of Issuance of Equity Securities Clause in Contracts

Issuance of Equity Securities. No later than the first Business Day following the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings or any of its Subsidiaries (other than (i) issuances pursuant to any employee stock or stock option compensation plan and (ii) issuances to the Sponsor), Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) recently shall be 3.50:1.00 or less, Borrowers shall only be required to make the prepayments otherwise required hereby in an amount equal to 25% of such net proceeds.

Appears in 2 contracts

Samples: Counterpart Agreement (Arizona Chemical Ltd.), First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)

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Issuance of Equity Securities. No later than the first Business Day following On the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x Holdings or Holdings any of its Subsidiaries after the Effective Date of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings or any of its Subsidiaries (other than (i) issuances pursuant to any employee stock or stock option compensation plan and (ii) issuances plan), to the Sponsor)extent such proceeds are not used to pay Permitted Acquisition Expenses or, Borrowers solely in the case of proceeds from Additional Sponsor Equity, Consolidated Capital Expenditures, Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to 5075% of such remaining proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expensesexpenses of professional advisors; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) recently calculating the Leverage Ratio) shall be 3.50:1.00 4.25:1.00 or less, Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 2550% of such net proceeds.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (BPC Holding Corp), Credit and Guaranty Agreement (Berry Plastics Corp)

Issuance of Equity Securities. No later than the first Business Day following On the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x Holdings or Holdings any of its Subsidiaries after the 2004 Effective Date of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings or any of its Subsidiaries (other than (i) issuances pursuant to any employee stock or stock option compensation plan and (ii) issuances plan), to the Sponsor)extent such proceeds are not used to pay Permitted Acquisition Expenses or, Borrowers solely in the case of proceeds from Additional Sponsor Equity, Consolidated Capital Expenditures, Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.15(b2.17(b) in an aggregate amount equal to 5075% of such remaining proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expensesexpenses of professional advisors; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) recently calculating the Leverage Ratio) shall be 3.50:1.00 4.25:1.00 or less, Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 2550% of such net proceeds.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (BPC Holding Corp)

Issuance of Equity Securities. No later than the first Business Day following On the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x Holdings or Holdings any of its Subsidiaries after the Closing Date of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings or any of its Subsidiaries (other than (i) issuances pursuant to any employee stock or stock option compensation plan and (ii) issuances plan), to the Sponsor)extent such proceeds are not used to pay Permitted Acquisition Expenses or, Borrowers solely in the case of proceeds from Additional Sponsor Equity, Consolidated Capital Expenditures, Company shall prepay the Loans and/or reduce Commitments as set forth in Section 2.15(b2.16(b) in an aggregate amount equal to 5075% of such remaining proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expensesexpenses of professional advisors; providedPROVIDED, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) recently calculating the Leverage Ratio) shall be 3.50:1.00 4.25:1.00 or less, Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 2550% of such net proceeds.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Berry Plastics Corp)

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Issuance of Equity Securities. No later than the first Business Day following On the date of receipt by AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, AZ Chem Investments Partners LP, AZ Chem Luxembourg Finance S.à.x.x or Holdings or to any Person other than any of its Subsidiaries (other than with respect to the receipt of any such proceeds pursuant to (i) issuances pursuant to any employee stock or stock option compensation plan and plan, (ii) issuances to the Sponsorany Sponsor Equity Contributions or (iii) any equity issued by Holdings in connection with Permitted Acquisitions including, without limitation, any equity issued in connection with Section 6.9(f)), Borrowers Company shall prepay the Loans as set forth in Section 2.15(b2.12(a) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) recently calculating the Leverage Ratio) shall be 3.50:1.00 2.50:1.00 or less, Borrowers Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net Cash proceeds.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Amscan Holdings Inc)

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