Mandatory Payment With Proceeds of Capital Stock Sample Clauses

Mandatory Payment With Proceeds of Capital Stock. On the first Business Day after receipt thereof by Holdings and/or any of its Subsidiaries after the Closing Date, an amount equal to 50% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) Holdings or any of its Subsidiaries shall be applied as a mandatory repayment of principal of the Loans as provided in Section 4.5 in each case subject to modification of such application as set forth in Section 4.5(c); provided, however, that so long as no Event of Default or Unmatured Event of Default exists at the time of receipt, the following Net Offering Proceeds shall not be required to be so applied: (i) equity contributions permitted under Section 8.8 to any Subsidiary Guarantor made by Borrower or any of its Subsidiaries; (ii) equity contributions permitted under Section 8.8(l) to any Foreign Subsidiary made by Borrower or any of its Subsidiaries or any other investor in such Foreign Subsidiary; (iii) Net Offering Proceeds received as a result of the exercise of any stock options exercised by or any Capital Stock issued to any director, officer or employee of Holdings or any of its Subsidiaries to the extent the proceeds excluded pursuant to this clause (iii) do not exceed $250,000 for any single exercise (or series of related exercises), or $1,000,000 in the aggregate for all such exercises; (iv) Net Offering Proceeds received by Holdings or Borrower after the Closing Date in an aggregate amount not in excess of $2,000,000 from GTCR, Xxxxxx Financial, Inc. or TNS Management or their Affiliates; (v) Net Offering Proceeds received to the extent used as the consideration for any Permitted Acquisition in accordance with Section 8.4(k); (vi) Net Offering Proceeds received that are contemporaneously paid by Holdings to Seller to satisfy any post closing purchase price obligations of Holdings required by the Acquisition Agreement; and (vii) amounts received from new issuances of equity interests if received substantially contemporaneously with and used solely to affect a redemption of an executive's equity interests; provided, further, that 100% of the Net Offering Proceeds received by Parent or any of its Subsidiaries pursuant to the Equity Call Agreement shall be applied as a mandatory repayment of principal of the Loans as provided in Section 4.5 in each case subject to modification of such application as set forth in Section 4.5(c);
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Mandatory Payment With Proceeds of Capital Stock. On the first ------------------------------------------------ Business Day after receipt thereof by Holdings, the Borrower and/or any of their Subsidiaries, an amount equal to 50% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) Holdings, the Borrower or any of their Subsidiaries (other than (i) equity contributions to (x) Holdings by a Huntsman Affiliate, an ICI Affiliate or any member of Holdings that is a member of Holdings on the Initial Borrowing Date (or any assignee Affiliate of such member) or (y) the Borrower or any of its Subsidiaries made by Holdings or any of its Subsidiaries and (ii) dividends paid in kind), shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a) (in each -------------- case subject to modification of such application as set forth in Section ------- 4.5(c)); provided, that so long as no Event of Default or Unmatured Event of ------- Default then exists, if the Most Recent Leverage Ratio is less than 3.0:1.0, then, no mandatory repayment of Term Loans as provided above shall be required.
Sample 1
Mandatory Payment With Proceeds of Capital Stock. On the third Business Day after receipt thereof by Holdings and/or any -------------------------------------------------- of its Subsidiaries, an amount equal to 50% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) Holdings or any of its Subsidiaries (other than Excluded Equity Issuances), shall be applied as a mandatory repayment of principal of the Loans in the order set forth in Section 4.5). -----------
Sample 1
Mandatory Payment With Proceeds of Capital Stock. On the first Business Day after receipt thereof by the Borrower and/or any of their Subsidiaries, an amount equal to 100% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) the Borrower or any of their Subsidiaries shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a) (in each case subject to modification of such application as set forth in Section 4.5(c)); provided, however, that notwithstanding the foregoing, Net Offering Proceeds derived from the issuance of Capital Stock in accordance with the Equity Capital shall first be applied in accordance with Section 4.4(o). Notwithstanding the foregoing or the terms of Section 4.5(a), if, as of the date of any prepayment from Net Offering Proceeds required pursuant to this Section 4.4(f), (A) the Borrower has repaid in full all principal and interest on the Term B Loans and on the Term C Loans and no amounts remain outstanding to any Term B Lender with respect to the Term B Loans or to any Term C Lender with respect to the Term C Loans and (B) the Leverage Ratio of the Borrower, calculated for the Test Period ending on the last day of the most recently ended Fiscal Quarter, is less than 2.50 to 1.00, the Borrower may elect, in its sole discretion, to apply 100% of such Net Offering Proceeds (x) to purchase assets used or to be used in the businesses referred to in Section 8.9, (y) to repay, pro rata, Term A Loans or (z) to repay, pro rata, Revolving Loans (without a permanent reduction of the Revolving Commitments)."
Sample 1
Mandatory Payment With Proceeds of Capital Stock. On the first Business Day after receipt thereof by Holdings, the Borrower and/or any of their Subsidiaries, an amount equal to 50% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) Holdings, the Borrower or any of their Subsidiaries (other than (i) equity contributions to (x) Holdings by a Huntsman Affiliate or any member of Holdings that is a member of Holdings on the Amendment and Restatement Effective Date (or any assignee Affiliate of such member) or (y) the Borrower or any of its Subsidiaries made by Holdings or any of its Subsidiaries and (ii) dividends paid in kind), shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of Section 4.5(a); provided, that so long as no Event of Default or Unmatured Event of Default then exists, if the Most Recent Leverage Ratio is less than 3.0:1.0, then, no mandatory repayment of Term Loans as provided above shall be required.
Sample 1
Mandatory Payment With Proceeds of Capital Stock. On the first Business Day after receipt thereof by the Borrower and/or any of their Subsidiaries, an amount equal to 100% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) the Borrower or any of their Subsidiaries shall be applied as a mandatory repayment of principal of the Term Loans pursuant to the terms of SECTION 4.5(a) (in each case subject to modification of such application as set forth in SECTION 4.5(c)). Notwithstanding the foregoing or the terms of SECTION 4.5(a), if, as of the date of any prepayment from Net Offering Proceeds required pursuant to this SECTION 4.4(f), the Leverage Ratio of the Borrower, calculated for the Test Period ending on the last day of the most recently ended Fiscal Quarter, is less than 2.50 to 1.00, the Borrower may elect, in its sole discretion, to apply 100% of such Net Offering
Sample 1
Mandatory Payment With Proceeds of Capital Stock. On the first Business Day after receipt thereof by Borrower and/or any of their Subsidiaries, an amount equal to 100% of the Net Offering Proceeds of the sale or issuance of Capital Stock of (or cash capital contributions to) Borrower or any of their Subsidiaries (other than (i) equity contributions permitted under Section 8.8 to any of Borrower's Subsidiaries made by Borrower or any of its Subsidiaries and (ii) proceeds received as a result of the exercise of any stock options exercised by any director, officer or employee of Borrower to the extent the proceeds excluded pursuant to this clause (ii) do not exceed $500,000 for any single exercise (or series of related exercises), provided that the excess of such proceeds over such $500,000 minimum amount shall be excluded to the extent the aggregate amount of all such excess proceeds does not exceed $500,000), shall be applied as a mandatory repayment of the Obligations as provided in Section 4.5.
Sample 1
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Related to Mandatory Payment With Proceeds of Capital Stock

  • Status of Capital Contributions (a) No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in this Agreement.

  • Repayment of Cash To repay the cash delivered to the Fund for the purpose of collateralizing the obligation to return to the Fund certificates borrowed from the Fund representing Portfolio Securities, but only upon redelivery to the Bank of such borrowed certificates.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Subordinated Share of Net Sales Proceeds The Subordinated Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 10% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8% Return and 100% of Invested Capital. Following Listing, no Subordinated Share of Net Sales Proceeds will be paid to the Advisor.

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

  • Additional Funds or Classes of Shares In the event that the Trust establishes one or more series or classes of shares after the Agreement Effective Date, each such series or class of shares shall become a Fund or class of shares of a Fund (if applicable), under this Agreement and shall be added to Schedule A.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Investment of Cash In connection with this Agreement, Customer may issue standing Instructions to invest Cash in one or more sweep investment vehicles. Such investment vehicles may be offered by a BNY Mellon Affiliate or by a client of BNY Mellon, and BNY Mellon may receive compensation therefrom. By making investment vehicles available, BNY Mellon and its Affiliates will not be deemed to have recommended, endorsed or guaranteed any such investment vehicle in any way or otherwise to have acted as a fiduciary or agent for, or on behalf of, Customer, its investment manager or any Account. BNY Mellon will have no liability for any loss incurred on any such investments. Customer understands that Cash may be uninvested if it is received or reconciled to an Account after the applicable deadline to be swept into Customer’s selected investment vehicle.

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

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