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, the amount of such Designated Equity Proceeds shall not exceed the Allocable Net Proceeds of such IPO. Any Equity Proceeds that do not satisfy the foregoing requ...
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Designated Equity Proceeds has the meaning specified in the definition of “Cumulative Growth Amount”.
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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).
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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.


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.
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Designated Equity Proceeds has the meaning specified in Section 2.1l(b).
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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.
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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:
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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
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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.
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Related to Designated Equity Proceeds

  • Equity Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any equity Securities of Company after the Effective Date.

  • Net Equity Proceeds means the cash proceeds received from (i) any capital contribution from any member of the Borrower or (ii) the issuance of Capital Stock of the Borrower (other than to a Subsidiary or an employee stock ownership plan), net of the actual liabilities for reasonably anticipated cash taxes in connection with such incurrence, if any, any underwriting, brokerage and other customary selling commissions incurred in connection with such incurrence, and reasonable legal, advisory and other fees and expenses, incurred in connection with such incurrence.

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Excluded Equity Issuance means (i) any issuance of Equity Interest by a member of the Restricted Group to another member of the Restricted Group, (ii) any issuance of Equity Interests by the Borrower pursuant to an equity incentive or compensation plan or pursuant to a dividend reinvestment or share purchase plan, and (iii) any issuance of Equity Interest in Parent to acquire limited partnership interests in PREIT.

  • Permitted Equity Issuance means any sale or issuance of any Qualified Equity Interests.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Investment Proceeds means, with respect to any Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Series 2000-1 Accounts, together with an amount equal to the Series 2000-1 Investor Allocation Percentage of the net interest and other investment earnings on funds held in the Collection Account credited as of such date to the Collection Account pursuant to Section 4.02 of the Agreement.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Equity Issuance Proceeds means, with respect to any Equity Issuance, all cash and cash equivalent investments received by the Borrower or any of its Subsidiaries from such Equity Issuance after payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such Equity Issuance.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Sale Proceeds means the net proceeds from the sale and/or realisation of the Charged Assets (excluding any Charged Assets which comprise cash) by the Realisation Agent in accordance with the Conditions (after deduction therefrom by the Realisation Agent of its usual fees and any costs and expenses incurred in connection with the sale of such Charged Assets). 7. Additional Provisions:

  • Net Disposition Proceeds means, with respect to any sale, transfer or other disposition of any assets of the Borrower, any Parent Guarantor or any of their respective Subsidiaries (other than sales permitted pursuant to clause (a), (b) or (c) of Section 7.2.9), the excess of

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.

  • Principal Funding Account Investment Proceeds shall have the meaning specified in subsection 4.03(a)(ii).

  • Qualified Equity Interests means all Equity Interests of a Person other than Disqualified Equity Interests.

  • Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower, any Parent Guarantor or any of their respective Subsidiaries in connection therewith, but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first-priority Lien permitted by Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Third Party Proceeds shall have the meaning set forth in Section 8.9(a).

  • Excluded Proceeds means, with respect to any Asset Sale or Casualty Event, the sum of, (1) any Net Proceeds therefrom that constitute Declined Proceeds and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied to prepay the applicable Term Loans pursuant to Section 2.05(2)(b).

  • Disposition Proceeds means, with respect to each Group I/II Non-Program Vehicle, the net proceeds from the sale or disposition of such Group I/II Eligible Vehicle to any Person (other than any portion of such proceeds payable by the Group I/II Lessee thereof pursuant to any Group I/II Lease).

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Principal Funding Investment Proceeds means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

  • Option Proceeds means the cash actually received by the Company for the exercise price in connection with the exercise of Options that are exercised after the Effective Date of the Plan, plus the maximum tax benefit that could be realized by the Company as a result of the exercise of such Options, which tax benefit shall be determined by multiplying (i) the amount that is deductible for Federal income tax purposes as a result of any such option exercise (currently, equal to the amount upon which the Participant’s withholding tax obligation is calculated), times (ii) the maximum Federal corporate income tax rate for the year of exercise. With respect to Options, to the extent that a Participant pays the exercise price and/or withholding taxes with Shares, Option Proceeds shall not be calculated with respect to the amounts so paid in Shares.

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Asset Sale Proceeds means, with respect to any Asset Sale,