Designated Equity Proceeds definition
Designated Equity Proceeds means (a) Equity Proceeds received by the Parent or Holdings (in each case, other than from the sale of Equity Interests in an IPO), (b) to the extent permitted by the proviso to this sentence, Equity Proceeds received by the Parent or Holdings from the sale of Equity Interests in an IPO and (c) Equity Proceeds received by Holdings representing Net Proceeds from the issuance of Parent Non-Cash Pay Debt, which in each case (i) not later than the date of receipt thereof by the Parent or Holdings are designated as such by the Parent or Holdings, as applicable, pursuant to a notice given to the Administrative Agent specifying the amount thereof and the Designated Equity Proceeds Uses to which such Equity Proceeds will be applied (and the respective amounts to be applied if multiple uses are specified), which specification shall comply with the limitations set forth in the definition of Designated Equity Proceeds Use, and, in the case of Equity Proceeds in respect of Non-Cash Pay Preferred Stock or representing proceeds from the issuance of Parent Non-Cash Pay Debt, attaching the certificate of designation, indenture, or other operative document containing the terms and conditions of such Non-Cash Pay Preferred Stock or Parent Non-Cash Pay Debt, as the case may be, and any purchase or subscription agreement relating to the issuance and sale thereof, and (ii) except for Designated Equity Proceeds specified to be applied to general working capital needs, are, within 90 days of the date of receipt thereof (or in the case of proceeds from Parent Non-Cash Pay Debt, from the date of receipt thereof by the Parent) applied to the Designated Equity Proceeds Uses specified in such notice in the amounts so specified; provided, however, that Equity Proceeds received by the Parent or Holdings from the sale of Equity Interests in an IPO shall constitute Designated Equity Proceeds only to the extent that such Equity Proceeds are designated by the Parent or Holdings, as applicable, in accordance with the foregoing to be used solely to consummate a Permitted Acquisition pursuant to Section 6.04(g) that has been identified pursuant to a notice given by the Parent or Holdings, as applicable, to the Administrative Agent prior to the consummation of such IPO, and provided, further, that in the case of an IPO of the Parent after the Phase II Closing Date, the amount of such Designated Equity Proceeds shall not exceed the Allocable Net Proceeds of such IPO. Any Equity Proceeds that d...
Designated Equity Proceeds has the meaning specified in the definition of “Cumulative Growth Amount.”
Designated Equity Proceeds means any Net Cash Proceeds from a capital contribution to, or the issuance of any Equity Interests of, Lux 1 or any of its Subsidiaries consisting of a Qualified Public Offering (other than pursuant to (i) benefit plans, stock option or other compensation arrangements, stock purchase programs and equity plans offered to employees, officers or directors of Lux 1 and its Subsidiaries (including pursuant to a registration statement on Form S-8 or any successor thereto) or (ii) a capital contribution from, or issuance of Equity Interests to, Sponsor and any other direct or indirect equityholder of Lux 1 that invests with Sponsor at such time pursuant to preemptive or similar rights) or a private placement to “qualified institutional buyers” through GS True, the Portal Alliance, Opus-S or any substantially similar platform (other than any such issuances of Equity Interests made to any Sponsor and any other direct or indirect equityholder of Lux 1 that invests with Sponsor at such time pursuant to preemptive or similar rights).
Examples of Designated Equity Proceeds in a sentence
If on any date (an "Equity Receipt Date") on or after the Closing Date Vencor receives any Net Cash Proceeds from any Equity Issuance, Vencor shall promptly provide notice thereof to the Administrative Agent, which notice shall specify the amount of the Net Cash Proceeds received with respect thereto, the amount equal to 75% of such Net Cash Proceeds (the "Designated Equity Proceeds") and the date on which such Designated Equity Proceeds were received.
Notwithstanding the foregoing, the amount by which the Commitments are to be reduced shall be reduced by any amount of such Designated Equity Proceeds that have been or concurrently are being used to repay principal of the PIP Claim and any interest accrued with respect thereto through the date of repayment.
More Definitions of Designated Equity Proceeds
Designated Equity Proceeds means Equity Proceeds received by Holdings which (i) not later than the date of receipt thereof by Holdings are designated as such by Holdings pursuant to a notice given to the Administrative Agent specifying the amount thereof and the Designated Equity Proceeds Uses to which such Equity Proceeds will be applied (and the respective amounts to be applied if multiple uses are specified), which specification shall comply with the limitations set forth in the definition of Designated Equity Proceeds Use and (ii) are, within 90 days of the date of receipt thereof applied to the Designated Equity Proceeds Uses specified in such notice in the amounts so specified.
Designated Equity Proceeds has the meaning specified in Section 2.1l(b).
Designated Equity Proceeds means any net cash proceeds received by the Company after the date of this Indenture from the issuance and sale of its Qualified Capital Stock (other than Qualified Capital Stock sold to a Subsidiary of the Company) providing the basis for (i) a redemption of Notes in a transaction consummated in compliance with Section 3.07(b) hereof, (ii) an addition to the cumulative account calculated pursuant to clause (c) of the first paragraph of Section 4.07 hereof, (iii) the incurrence of additional Indebtedness pursuant to clause (viii) of the second paragraph of Section 4.09 hereof, (iv) an Investment pursuant to clause (vii) of the definition of "Permitted Investments" or (v) an Investment in a Permitted Business in Eastern Europe pursuant to the definition of "Permitted Business." In no event shall the same net cash proceeds be treated as Designated Equity Proceeds for more than one purpose under this Indenture. Once designated and used for a particular purpose, such net cash proceeds may not be redesignated or used for an alternative purpose. Not later than the date on which any such net cash proceeds are to be used for a particular purpose, the Company shall deliver to the Trustee an Officers Certificate stating the purpose for which such net cash proceeds are to be used. The Company will not be required, by virtue of this definition, to "earmark," segregate or otherwise separate any such net cash proceeds received by the Company from the issuance and sale of its Qualified Capital Stock.
Designated Equity Proceeds means (x) the aggregate amount of Net Cash Proceeds received by the Borrower from an issuance and sale of an Equity Interest for cash in such Person to an Equity Investor or any cash contribution to the common Equity Interest of the Borrower minus (y) the sum, without duplication, of:
Designated Equity Proceeds means any net cash proceeds received by the Company after the date of this Indenture from the issuance and sale of its Qualified Capital Stock (other than Qualified Capital Stock sold to a Subsidiary of the Company) providing the basis for (i) a redemption of Notes in a transaction consummated in compliance with the second paragraph of Section 3.07 hereof, (ii) an addition to the cumulative amount calculated pursuant to clause (b) of the first paragraph of Section 4.07 hereof or (iii) the incurrence of additional Indebtedness pursuant to clause (iii) of Section 4.09
Designated Equity Proceeds means any net cash proceeds received by the Company after the date of this Indenture from the issuance and sale of its Qualified Capital Stock (other than Qualified Capital Stock sold to a Subsidiary of the Company) providing the basis for (i) a redemption of Notes in a transaction consummated in compliance with Section 3.07(b) hereof, (ii) an addition to the cumulative account calculated pursuant to clause (C) of Section 4.07(a) hereof, (iii) the incurrence of additional Indebtedness pursuant to clause (v) of Section 4.09(b) hereof or (iv) an Investment pursuant to clause (f) of the definition of "Permitted Investments," in each case, as designated by a written resolution of the Board of Directors of the Company filed with the Trustee on or prior to the date on which such net cash proceeds are received by the Company. In no event shall the same net cash proceeds be treated as Designated Equity Proceeds for more than one purpose under this Indenture. Once designated for a particular purpose, such net cash proceeds may not be redesignated for an alternative purpose. In addition, to the extent that any such Qualified Capital Stock ceases to be outstanding for any reason, any Indebtedness, Restricted Payment or Investment that was incurred or made as a result of the receipt of net cash proceeds from the issuance of such Qualified Capital Stock shall cease (as of the date on which such Qualified Capital Stock ceases to be outstanding) to be permitted by virtue of the issuance of such Qualified Capital Stock.