Net Securities Proceeds definition

Net Securities Proceeds means the Cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the (i) issuance of Capital Stock of or incurrence of Indebtedness by Borrower or any of its Subsidiaries and (ii) capital contributions made by a holder of Capital Stock of Borrower.

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Net Securities Proceeds has the meaning set forth in subsection 2.4B(iii)(c).

Net Securities Proceeds means the Cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the incurrence of Indebtedness by Borrower or any of its Subsidiaries.

Examples of Net Securities Proceeds in a sentence

• Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(e), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction.

• Concurrently with any prepayment of the Loans pursuant to subsections 2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment.

• Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave rise to such prepayment and/or reduction.

• On the date of receipt of the Net Securities Proceeds from the issuance of any Indebtedness of Company or any of its Subsidiaries after the Closing Date, other than Indebtedness permitted pursuant to subsection 7.1, Company shall prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to such Net Securities Proceeds.

• Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4A(iii)(a)-(c), Company shall deliver to Administrative Agent an Officer’s Certificate demonstrating the calculation of the amount of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds, or Net Securities Proceeds, as the case may be, that gave rise to such prepayment and/or reduction.

More Definitions of Net Securities Proceeds

Net Securities Proceeds means, with respect to any sale or ----------------------- issuance of equity securities (whether common or preferred, options, warrants or capital appreciation rights, but excluding any sales or issuance of stock pursuant to employee stock purchase plans, employee stock option plans or other employee benefit plans), the excess of (A) the gross cash and non-cash proceeds received or receivable by JM or any Subsidiary from such issuance minus (B) the ----- sum of (i) all Attorney Costs and underwriting and accounting fees and disbursements and government fees actually paid (or reasonably expected to be paid during the fiscal year in which such sale or issuance occurs) in connection with such sale or issuance which are not payable to JM or to any Affiliate of JM or any Subsidiary; and (ii) all taxes actually paid in connection with such sale or issuance.

Net Securities Proceeds has the meaning set forth in subsection 2.4B(ii)(c).

Net Securities Proceeds means the cash proceeds (net of reasonable underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the incurrence of Indebtedness by the Borrower or any of its Subsidiaries.

Net Securities Proceeds means the cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the (i) issuance of Capital Stock of any Borrower or Guarantor or Eligible Affiliate to a Person that is not a Borrower or Guarantor and (ii) capital contributions made by a holder of Capital Stock of any Borrower or Guarantor or Eligible Affiliate if such holder is not a Borrower or a Guarantor (in each case, exclusive of equity issued and stock options granted to employees or directors under compensation plans).

Net Securities Proceeds means, with respect to any sale or issuance of any Indebtedness or capital stock or other ownership or profit interest, any securities convertible into or exchangeable for capital stock or other ownership or profit interest or any warrants, rights, options or other securities to acquire capital stock or other ownership or profit interest or any other Securities by any Person, the aggregate amount of Cash received from time to time (whether as initial consideration or through payment or disposition of deferred consideration) by or on behalf of such Person in connection with such transaction after deducting therefrom only (without duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finder's fees and other similar fees and commissions and (b) the amount of taxes payable in connection with or as a result of such transaction, in each case to the extent, but only to the extent, that the fees, commissions and other amounts so deducted are, at the time of receipt of such Cash, actually paid to a Person pursuant to an arm's-length transaction on commercially reasonable terms to Parent and/or its Subsidiaries and are properly attributable to such transaction or to the asset that is the subject thereof.

Net Securities Proceeds means (a) the cash proceeds (net of ----------------------- underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the issuance of Securities of Company or any of its Subsidiaries, or (b) any cash capital contribution to Company. "1997 Second Amended and Restated Credit Agreement" means the 1997 ------------------------------------------------- Second Amended and Restated Credit Agreement dated as of January 31, 2000, between Company, Bank of America, as agent, Bank of America, as collateral agent, and the other lenders parties thereto.

Net Securities Proceeds with respect to the issuance of any debt or equity Securities of the Borrower or any Subsidiary Guarantor (other than drawings under the Existing Credit Agreements), Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received from such issuance, net of any costs and expenses incurred in connection with such issuance, including (i) income taxes reasonably estimated to be actually payable within two years of the date of such issuance as a result of any gain recognized in connection with such issuance, and (ii) underwriting discounts and commissions, legal fees and all other customary closing costs.