Specified Equity Contribution Sample Clauses

Specified Equity Contribution. Notwithstanding anything to the contrary herein, (a) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial Covenants for the fiscal quarter in respect of which such Specified Equity Contribution is made, (b) the amounts of any Specified Equity Contribution shall not exceed the Cure Amount, (c) Specified Equity Contributions shall be disregarded for all other purposes under the Loan Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, the Available Amount and other items governed by reference to Consolidated EBITDA) and (d) in any four consecutive fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, and no more than five (5) Specified Equity Contributions (in the aggregate) may be made during the term of this Agreement. “Cure Amount” shall mean an amount which, if added to Consolidated EBITDA for the Applicable Period in respect of which a Financial Covenants default occurred, would cause the Financial Covenants for such Applicable Period to be satisfied and shall not be any more than the amount so required (it being understood and agreed that for the purposes of calculating such amount, no effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Total Debt on account of the receipt of such proceeds). For the avoidance of doubt, from and after any default in the due observance and performance of the Financial Covenants, no Agent or Lender shall be required to make any Loan or issue, amend, extend or renew any Letter of Credit, in each case, prior to the date such default has been cured in accordance with the provisions of this paragraph.
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Specified Equity Contribution any cash contribution to the common equity (or otherwise in a form reasonably acceptable to the Agent) of Holdings and/or any purchase or investment in the common equity (or otherwise in a form reasonably acceptable to the Agent) of Holdings, in each case made pursuant to Section 11.2. Specified Holders: Sponsor, Parent or any of their respective Affiliates.
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Specified Equity Contribution. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the covenant set forth in Section 6.12, then (A) from the first Business Day after the period for which the relevant financial statement are required to be delivered pursuant to Sections 5.01(a) and (b) until the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Sections 5.01(a) and (b), the Borrower shall have the right to issue common equity for cash or receive a contribution to its common equity, and upon the receipt by the Borrower of such cash (each, a “Specified Equity Contribution”) pursuant to the exercise by the Borrower of such right, the calculation of Consolidated EBITDA as used in the covenant set forth in Section 6.12 shall be recalculated giving effect to the following pro forma adjustments:
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Specified Equity Contribution. In the case of the Borrower’s and the Released Borrowers’ payment of any Earn-out Indebtedness incurred pursuant to Section 1.13(b)(i) and/or (ii) of the SCUF Acquisition Agreement, one or morethe Borrower and/or the Released Borrowers shall have received cash equity in an aggregate amount at least equal to, and substantially concurrently with, any such payments made by the Borrowerssuch Persons.
Sample 1
Specified Equity Contribution. Notwithstanding the above, the parties hereto acknowledge and agree that, solely for purposes of all calculations made in determining compliance with this Section 9.15, following the request by the Parent within five (5) Business Days after the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 8.1(a) or a fiscal quarter pursuant to Section 8.1(b), as applicable, for a cash equity contribution (which equity shall be common equity or another form reasonably acceptable to the Administrative Agent) to the Parent, the amount of such cash equity contribution, to the extent received within ten (10) Business Days after the day on which financial statements are required to be delivered with respect to a Fiscal Year pursuant to Section 8.1(a) or a fiscal quarter pursuant to Section 8.1(b), as applicable, will be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants contained herein at the end of such Fiscal Year or fiscal quarter and each applicable subsequent period (any such equity contribution, a “Specified Equity Contribution”); provided that (i) there shall not be two (2) consecutive fiscal quarters in which a Specified Equity Contribution is made, (ii) in any four (4) fiscal quarter period, there shall be at least two (2) fiscal quarters in respect of which no Specified Equity Contribution is made, (iii) there shall not be more than five (5) Specified Equity Contributions made during the term of this Agreement, (iv) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Credit Parties to be in pro forma compliance with the financial covenants set forth above, and (v) a Specified Equity Contribution shall only be included in the computation of the financial covenant solely for purposes of determining compliance by the Credit Parties with this Section 9.15 and not for any other purpose under this Agreement (including, without limitation, any determination of the Applicable Margin, any compliance with this Section 9.15 set forth in the definition of Permitted Acquisition and in the determination of the availability of any baskets set forth in Article IX). Upon the making of a Specified Equity Contribution, the financial covenants in this Section 9.15 shall be recalculated giving effect to the increase in Consolidated EBITDA (it being understood that Indebtedness shall not be recalcul...
Sample 1
Specified Equity Contribution. On the date that Rail America receives a Specified Equity Contribution, the Borrowers shall make prepayments of Loans in an aggregate amount equal to 100% of such Specified Equity Contribution; provided that no prepayments of Loans shall be required pursuant to this Section 5.2(e) except to the extent of, and not to exceed, the amount of Specified Equity Contribution required to be applied toward such prepayment after any required payment of the obligations under the Term Loan Credit Agreement (it being understood that amounts actually applied toward prepayment of the obligations under the Term Loan Credit Agreement shall reduce the amount required to be applied toward prepayments hereunder).”
Sample 1
Specified Equity Contribution. For purposes of determining compliance with the financial covenants set forth in Section 6.2 and Section 6.3, any cash equity contribution (which equity shall be common equity or other equity on terms and conditions reasonably acceptable to the Agent, it being agreed that in no event shall such equity be mandatorily redeemable or otherwise require any payment in cash with respect thereto prior to the date that is 180 days after the final scheduled installment payment date for a Term Loan) made to Borrower after the end of any Fiscal Quarter after the Closing Date and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for such Fiscal Quarter will, at the request of Borrower, be applied as a mandatory prepayment of the Term Loans and, if so applied, solely for the purpose of determining compliance with such financial covenants at the end of such Fiscal Quarter be deemed to have reduced the balance of the Term Loans as of the such last day of such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”), provided that (a) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenants, (b) the proceeds of any such Specified Equity Contribution shall have been contributed to Borrower as cash common equity, (c) Specified Equity Contributions may not be made in any two consecutive Fiscal Quarters and no more than two Specified Equity Contribution may be made during the term of this Agreement and (d) the aggregate amount of Specified Equity Contributions made during the term of this Agreement shall not exceed $5,000,000.
Sample 1
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Specified Equity Contribution. On the date that Rail America receives a Specified Equity Contribution, the Borrowers shall make prepayments of Loans in an aggregate amount equal to 100% of such Specified Equity Contribution.
Sample 1
Specified Equity Contribution. Promptly upon receipt (and in any event by the date set forth in the definition of Specified Equity Contribution) of the proceeds of any Specified Equity Contribution, the applicable Borrowers shall pay 100% of the amount of such Specified Equity Contribution to the Administrative Agent for the accounts of the Lenders (to be applied as set forth in clause (e) below).
Sample 1

Related to Specified Equity Contribution

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall have been consummated.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

  • City Contribution 347. The City agrees to maintain health and dental benefits at present levels for the life of the Agreement.

  • Negotiated Funding Amount, Board Contributions 4.1.1 Each Board shall pay an amount equal to 1/12th of the annual negotiated funding amount as described in 4.1.2 and 4.1.3 to the Trustees of the ETFO ELHT by the last day of each month from and after the Board’s Participation Date.

  • Investment of Contributions At the direction of the Designated Beneficiary (or the direction of the Depositor or the Responsible Individual, whichever applies) the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a custodial account investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Designated Beneficiary (or the Depositor or Responsible Individual), and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Designated Beneficiary.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

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