Prepayments Due to Issuance of Equity Securities. On the ------------------------------------------------ date of receipt by Holdings or Company of Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Equity Proceeds") from the issuance of any equity Securities of Holdings or Company after the Closing Date (other than (A) capital contributions by Holdings and Company, and (B) issuances of Holdings Common Stock (x) to employees, officers, directors and consultants of Holdings and its Subsidiaries to the extent such Holdings Common Stock constitutes compensation to such individuals, (y) to Xxxx or the Other Investors to the extent the Cash proceeds thereof are not in excess of $25,000,000, and (z) as payment of all or any portion of the purchase price of a business or assets in a Permitted Acquisition), Company shall prepay the Loans in an aggregate amount equal to: (i) 50% (or, if the Leverage Ratio is not more than 4.0 to 1.0 on the date such Net Equity Proceeds are received, 25%) of such Net Equity Proceeds if such Net Equity Proceeds are derived from a non-public sale of equity Securities of Holdings or Company or (ii) 75% (or, if the Leverage Ratio is not more than 4.0 to 1.0 on the date such Net Equity Proceeds are received, 50%) of such Net Equity Proceeds if such Net Equity Proceeds are derived from the sale of equity Securities of Holdings or Company through a public offering. If Company is required to apply any portion of Net Equity Proceeds to prepay Indebtedness under the Revolving Credit Agreement or the Senior Subordinated Notes or the Discount Notes (under the terms of the New Sub Debt Indentures), then notwithstanding anything contained in this Agreement to the contrary (but subject to subsection 2.4B(iii)(c) hereof), Company shall apply such Net Equity Proceeds to the prepayment of the Tranche A Term Loans and the Loans pro rata according to the respective outstanding principal amount, if any, of each, then to the prepayment of Revolving Loans and/or the reduction of Revolving Loan Commitments in accordance with the provisions of the Revolving Credit Agreement, in each case so as to eliminate or minimize any obligation to prepay any such Indebtedness evidenced by the Senior Subordinated Notes or the Discount Notes.
Prepayments Due to Issuance of Equity Securities. Concurrently with and as a condition to the closing of any transaction pursuant to which Holdings or any of the Borrower Entities receive any Equity Proceeds (other than Equity Proceeds (i) constituting the CKX Equity Investment, (ii) received by Holdings from Investments made by any Permitted Parent Entity, and contributed to one or more Borrowers by Holdings or (iii) from the issuance of any Capital Stock or other equity Securities of Holdings to any Person (other than any Permitted Parent Entity) in a transaction which is not a public offering of Securities (1)(x) which are concurrently contributed to any of the Borrowers by Holdings and used or intended to be used by the Borrowers solely for the development of the Real Property Collateral and (y) for which a certificate from a Responsible Officer of the Borrowers stating that such cash proceeds have been or shall be used by the Borrowers solely for the development of the Real Property Collateral has been delivered to the Administrative Agent, or (2) which are contributed to any of the Borrowers by Holdings and used for the sole purpose of funding the Interest Reserve Account, the Operating Expenses Account, the Carrying Costs Reserve Account or the Predevelopment Expenses Reserve Account in connection with any extension of the Maturity Date or otherwise), the Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Equity Proceeds.
Prepayments Due to Issuance of Equity Securities. No later than the fifth Business Days following the date of receipt of the Net Securities Proceeds from the issuance of any Capital Stock of Company or of any Subsidiary of Company (other than (1) the issuance of such Capital Stock (A) to finance a Permitted Acquisition, (B) to directors and employees of Company and its Subsidiaries pursuant to written employee benefit plans approved by Company’s Governing Body and pursuant to the exercise of options or warrants issued under any such plan, (C) to Company or any of its Subsidiaries, (D) to qualify members of a Governing Body of any such Subsidiary if required by applicable law or (E) on a pro rata basis to the equity holders of a non-wholly owned Subsidiary; or (2) any capital contribution to Company or any Subsidiary of Company by any holder of Capital Stock thereof after the Closing Date), Company shall prepay the Loans in an aggregate amount equal to 50% of such Net Securities Proceeds; provided that (A) such percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of the immediately preceding four-Fiscal Quarter period is less than 2.50:1.00 and (B) such percentage shall equal 100% at any time after the occurrence and during the continuance of an Event of Default.
Prepayments Due to Issuance of Equity Securities. No later ------------------------------------------------ than the first Business Day following the date of receipt by Company or any of its Subsidiaries of the Cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of such Person (including without limitation additional issuances of Company Common Stock but excluding (x) issuances of Company Common Stock to officers or employees of Company to the extent the proceeds from such issuances do not exceed in the aggregate $1,000,000 during any fiscal year and issuances of any Securities evidencing Indebtedness permitted to be incurred pursuant to subsection 7.1 and (y) issuance of equity Securities to the extent the proceeds of which are used to fund Permitted Acquisitions), Company shall prepay first the ----- Term Loans, Tranche B Term Loans and, after the third anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof), and second the Revolving Loans and, prior to the third ------ anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof) in an amount equal to the proceeds of such issuance; provided that on and after the date on which the Leverage Ratio -------- (determined on a Pro Forma Basis giving effect to the issuance and application of the equity securities proceeds) is less than or equal to 2.50:1.0, 50% of the proceeds otherwise required to be utilized to prepay Loans pursuant to this subdivision (c) of subsection 2.4B(iii) may be applied to repurchase or prepay the Unsecured Subordinated Notes. Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).
Prepayments Due to Issuance of Equity Securities. On or ------------------------------------------------ prior to the first Business Day after receipt by Company or Holdings of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Equity Proceeds") from the issuance of any equity Securities of Company or Holdings or any capital contributions made to Company or Holdings, Company shall prepay the Loans in an aggregate amount equal to 50% of such Net Equity Proceeds; provided that the provisions of -------- this subsection 2.4A(iii)(d) shall not apply with respect to any Net Equity Proceeds received by Company or Holdings during any period when the Leverage Ratio as of the last day of the most recently-ended Fiscal Quarter is less than 3.5:1.
Prepayments Due to Issuance of Equity Securities. No later than the fifth (5th) Business Day following the date of receipt by Holdings or any of the Subsidiaries of any Equity Proceeds (other than (i) Equity Proceeds received in connection with an issuance of Capital Stock to one or more of the Permitted Holders, (ii) equity issued to any officer, employee or director of Holdings or any of the Subsidiaries or (iii) Equity Proceeds received by Holdings (x) which are contributed by Holdings to Opco to be used by Opco for general corporate purposes or (y) to be used by Holdings for repayment of Indebtedness of Holdings otherwise permitted hereunder), Holdings shall, to the extent (I) it or any of the Subsidiaries is not required to apply such net proceeds to prepay obligations under the Opco Credit Agreement (II) the Distribution of such Equity Proceeds to Holdings is permitted pursuant to the terms of the Opco Credit RM Restaurant Holding Corp. Credit Agreement Agreement, the Revolving Credit Documents and the Senior Secured Documents, prepay the Term Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an aggregate amount equal to 100% of such Equity Proceeds.
Prepayments Due to Issuance of Equity Securities. In the ------------------------------------------------ event that the Company's Consolidated Leverage Ratio is greater than or equal to 3.0x, then on the date of receipt by Company of the cash proceeds (net of under writing discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of Company, including without limitation additional issuances of Company Common Stock (other than issuances to employees or directors pursuant to the Xxxx-Xxxxxx Security Corporation Management Stock Option Plan or 1993 Stock Incentive Plan, as such plans may be amended from time to time, or any other employee or director stock option, incentive, purchase, retirement, savings or similar plan), Company shall prepay the Loans in an amount equal to the lesser of (i) 50% of such net cash proceeds or (ii) an amount sufficient to reduce the Company's Consolidated Leverage Ratio below 3.0x. Any such mandatory prepayments shall be applied as specified in subsection 2.4A(iii).
Prepayments Due to Issuance of Equity Securities. On or prior to the first (1st) Business Day after receipt by the Parent, the Company or any of their respective Subsidiaries of any Equity Proceeds (other than, so long as no Default or Event of Default shall have occurred and be continuing or result therefrom, (x) Equity Proceeds of up to $5,000,000 in the aggregate received by the Parent, the Company or any of their respective Subsidiaries as payment of the exercise price under any option for any shares of Capital Stock of the Parent held by any officer or employee of the Parent, the Company or any of their respective Subsidiaries, and (y) Equity Proceeds received by the Parent, the Company or any of their respective Subsidiaries solely to the extent that such Equity Proceeds are used within one Business Day of such receipt to finance a Permitted Acquisition and are not realized from a Public Offering), the Company shall prepay the Term Loans in an amount equal to such Equity Proceeds.
Prepayments Due to Issuance of Equity Securities. No later than the fifth (5th) Business Day following the date of receipt by Holdings, the Company or any of the Subsidiaries of any Equity Proceeds (other than (i) Equity Proceeds received in connection with an issuance of Capital Stock to one or more of the Permitted Holders, (ii) equity issued to any officer, employee or director of Holdings, the Company or any of the Subsidiaries, or (iii) Equity Proceeds received by Holdings (x) in connection with an equity contribution by Holdings to the Company to be used by the Company for general corporate purposes or (y) to be used by Holdings for repayment of Indebtedness of Holdings otherwise permitted hereunder); the Company shall, to the extent there is no “Default” or “Event of Default” under and as defined in the Revolving Credit Agreement, prepay the Term Loans (and associated accrued interest and prepayment fees, if any) as provided in subsection 2.4C in an aggregate amount equal to 50% of such Equity Proceeds.
Prepayments Due to Issuance of Equity Securities. On the first Business Day following receipt by Parent (or, solely in the case of clause (z) below, Holdings) or any of its Subsidiaries of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being "Net Equity Securities Proceeds") from (x) the issuance of any equity Securities of Parent or any of its Subsidiaries (other than the Sponsor Preferred Stock), (y) any capital contribution to Parent by any holder of equity Securities thereof (other than Net Equity Securities Proceeds from any capital contribution to Parent by Holdings with the proceeds of equity Securities issued by Holdings to the Equity Investors) or (z) the initial public offering of equity Securities of Holdings or any successors thereto, Borrower shall apply an aggregate amount equal to 50% of such Net Equity Securities Proceeds to prepay the Loans; provided that if the Applicable Leverage Ratio is less than 3.00:1.00 at the time of such issuance (after giving pro forma effect to the intended application of such proceeds), no portion of such Net Equity Securities Proceeds shall be required to be prepaid (except as shall be prepaid in such intended application).
