Excluded Equity Proceeds means, during any fiscal year, the net proceeds (determined in a manner consistent with the definition of “Net Proceeds”) received by Holdings or any Parent Entity during such fiscal year from the sales and issuance of its Qualified Equity Interests so long as (a) all such proceeds are contributed in cash to the Borrower, (b) none of such proceeds are included in Cumulative Equity Proceeds Amount (or otherwise in the calculation of Available Free Cash Flow Amount), Excluded Contributions or Cure Amount, and (c) such Equity Interests are not Permitted Cure Securities.
Excluded Equity Proceeds means any proceeds received by Parent, Company or any of its Subsidiaries from the issuance or sale or exercise of their respective equity Securities, in each case pursuant to any such sale or issuance or exercise constituting or resulting from (i) capital contributions to Company, or equity Securities issuances by Parent, Company or any of its Subsidiaries, including without limitation, the issuance of the PIK Preferred Stock and any such issuances as payment of accrued dividends on the PIK Preferred Stock (excluding any such contributions or issuance resulting from a public offering or a widely distributed private offering of common equity exempted from the registration requirements of Section 5 of the Securities Act of 1933, as amended ("Section 5") other than any such issuances (A) the proceeds of which are required to be and are applied to refinance the Senior Subordinated Bridge Notes then outstanding, in accordance with their terms or (B) resulting from or in connection with any resale by DLJMB of the PIK Preferred Stock, or any subsequent registration thereof under Section 5), (ii) any subscription agreements, incentive plan or similar arrangements with any officer, employee or director of Parent, the Company or any of its Subsidiaries, (iii) any loan made by the Company or any of its Subsidiaries pursuant to Section 7.3(xi), (iv) the sale of any equity Securities of Parent to any officer, director or employee of Parent, the Company or any of their Subsidiaries; PROVIDED such proceeds do not exceed $5,000,000 in the aggregate, (v) the exercise of any options or warrants issued to any officer, employee or director of Parent, the Company or any of its Subsidiaries or to any purchasers of the PIK Preferred Stock, or (vi) issuances by any Subsidiary of Company to Company or any other Subsidiary of Company or by Company to Parent or any Subsidiary of Company.
Excluded Equity Proceeds means (i) the Net Cash Proceeds received by the Company from the issue or sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of its Equity Interests (other than Disqualified Stock) or other capital contributions, in each case designated as Excluded Equity Proceeds in an Officer’s Certificate on, prior to or promptly after the date such Equity Interests are sold or such capital contributions are made, as the case may be and (ii) amounts designated prior to the Issue Date as “Excluded Equity Proceeds” under the Existing Indenture or the Unsecured Notes Indenture.
Examples of Excluded Equity Proceeds in a sentence
All proceeds from the issuance of Series D Preferred Stock (other than amounts on deposit in the Special Dividend Account) shall constitute Excluded Equity Proceeds and shall be used solely for the purposes permitted by the Loan Agreement, as amended hereby.
All proceeds from the issuance of such Preferred Stock shall constitute Excluded Equity Proceeds and shall be used solely for the purposes permitted by the Loan Agreement, as amended hereby.
More Definitions of Excluded Equity Proceeds
Excluded Equity Proceeds means any cash proceeds received by Borrower as consideration for the issuance of Stock of Borrower (other than Disqualified Stock) or any cash equity investments or contributions received by Borrower.
Excluded Equity Proceeds means the net cash proceeds from the sale or issuance of Qualified Equity Interests; provided, however, that any such proceeds shall cease (automatically and without notice to any Person) to constitute Excluded Equity Proceeds (a) if OIS does not provide an Excluded Equity Accounting with respect to such proceeds (with such Excluded Equity Accounting being prepared as of the day on which such proceeds were initially received by OIS) within five Business Days after such proceeds are first received by OIS, (b) on the date which is 30 days after the date such proceeds were first received by OIS (with all such proceeds being accounted for on a first-in-first-out basis), (c) with respect to all such proceeds which are extant at such time, upon the occurrence of a Cash Dominion Event, and (d) with respect to all such proceeds which are extant at such time, upon the occurrence of Revolver Usage exceeding $25,000,000.
Excluded Equity Proceeds means, during any fiscal year, the net proceeds (determined in a manner consistent with the definition of “Net Proceeds”) received by Holdings or any Parent Entity during such fiscal year from the sales and issuance of its Qualified Equity Interests so long as
Excluded Equity Proceeds means any proceeds received by Holdco, the Borrower or any of their respective Subsidiaries from the sale or issuance by such Person of its Capital Stock or any warrants or options in respect of any such Capital Stock or the exercise of any such warrants or options, in each case pursuant to any such sale, issuance or exercise constituting or resulting from (i) capital contributions to, or Capital Stock issuances by, Holdco, the Borrower or any of their respective Subsidiaries (exclusive of any such contribution or issuance resulting from a Public Offering or a widely distributed private offering exempted from the registration requirements of Section 5 of the Securities Act of 1933, as amended), (ii) any subscription agreement, option plan, incentive plan or similar arrangement with any officer, employee or director of such Person or any of its Subsidiaries, (iii) any loan made by Holdco, the Borrower or any of their respective Subsidiaries pursuant to clause (g) of Section 7.2.5, (iv) the sale of any Capital Stock of Holdco to any officer, director or employee described in clause (ii) above; provided such proceeds do not exceed $15,000,000 in the aggregate, (v) the exercise of any options or warrants issued to any officer, employee or director pursuant to any agreement, plan or arrangement described in clause (ii) above or (vi) the exercise of any Warrants.
Excluded Equity Proceeds means any cash proceeds which result from (a) the sale or issuance of Equity Interests of Holdings to any Permitted Holders or (b) capital contributions made to Holdings directly or indirectly by the Permitted Holders.
Excluded Equity Proceeds means cash proceeds from an equity contribution made to, or for the account of, or otherwise received by, any Security Party, as such amount is certified to the Administrative Agent by the chief financial officer of the Borrower within ten (10) Banking Days of receipt thereof.
Excluded Equity Proceeds means the Net Cash Proceeds received by the Company from the issue or sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of its Equity Interests (other than Disqualified Stock) or other capital contributions, in each case designated as Excluded Equity Proceeds in an Officer’s Certificate on, prior to or promptly after the date such Equity Interests are sold or such capital contributions are made, as the case may be.