Overfund Amount definition

Overfund Amount means $194,000,000 of the proceeds of the issuance and sale of the Notes and the Class A Membership Interest.
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Overfund Amount means, as of immediately prior to the Closing and giving effect to the contribution of the proceeds from the Equity Commitment to Merger Sub and receipt by Merger Sub of the proceeds of the Debt Financing (without regard to whether such Debt Financing is consummated immediately prior to or immediately following the Closing), the excess of Merger Sub’s cash over the sum of (i) the principal amount of all Indebtedness of Merger Sub (which for the avoidance of doubt will exclude any Parent Transaction Expenses) and (ii) $165,750,000; provided that, in no event shall the Overfund Amount be more than $40 million, without the written consent of Stockholder.
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Overfund Amount means, as of immediately prior to the Closing and giving effect to the contribution of the proceeds from the Equity Commitment to Merger Sub (or payment of such amount on behalf of the Company to Stockholder) and receipt by Merger Sub of the proceeds of the Debt Financing (without regard to whether such Debt Financing is consummated immediately prior to or immediately following the Closing and assuming the Debt Financing is funded into Merger Sub if it is funded directly into the Company), the excess of Merger Sub’s cash (assuming, if the Equity Commitment is paid to Stockholder on behalf of the Company, that the amount of such payment is contributed to Merger Sub) over the sum of (i) the principal amount of all Indebtedness of Merger Sub (assuming the incurrence of all Indebtedness pursuant to the Debt Financing by Merger Sub if such Indebtedness is incurred by the Company and, for the avoidance of doubt, excluding any Parent Transaction Expenses) and (ii) $165,750,000; provided that, in no event shall the Overfund Amount be more than $40 million, without the written consent of Stockholder.
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Examples of Overfund Amount in a sentence

  • Section 2.3 of the Merger Agreement is hereby amended by inserting the following at the end thereof: “Parent, Merger Sub, Stockholder and the Company hereby agree and acknowledge that to the extent Guarantor directly wires an amount equal to the Equity Commitment Amount plus the Overfund Amount to Stockholder, the payment of such amount shall constitute a payment on behalf of Company in partial satisfaction of the Company’s obligation to pay the Closing Payment to Stockholder hereunder.

  • The Overfund Trust shall pay or cause to be paid to Limestone (or, so long as the Indenture has not been discharged, to the Indenture Trustee, as assignee of Limestone), on or before 11:00 a.m. (New York City time) on each Distribution Date, any payments received by the Overfund Trust in respect of the El Paso Debt Securities or other Financial Investments that the Overfund Trust purchased with the Overfund Amount or the proceeds thereof (unless paid by El Paso pursuant to Section 5.5(a) hereof).


More Definitions of Overfund Amount

Overfund Amount means $278,659,876.73 of the proceeds of the issuance and sale of the Limestone Notes. "OVERFUND AMOUNT (LIMESTONE NOTES PORTION)" means the collective reference to (i) the El Paso Debt Security captioned "El Paso Debt Security (Limestone Notes)" in the initial principal amount of $225,899,784.09, created to provide for payments at least equal to the interest payable on the Limestone Notes, (ii) all payments of principal and interest thereon (whether upon stated payment dates, prepayment, acceleration or otherwise), (iii) all Financial Investments acquired with any proceeds of payments under such "El Paso Debt Security (Limestone Notes)" or otherwise held to provide for payments at least equal to the interest payable on the Limestone Notes and all proceeds of the foregoing and (iv) all amounts (and investments thereof) paid to Limestone or the Indenture Trustee from or in respect of the foregoing.
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Overfund Amount means, as of any date of determination, an amount equal to the sum of (a) the Interest Amount that would accrue over a period of six months with respect to the Notes Outstanding on such date of determination plus (b) the amount of Shareholder Yield that would accrue over a period of six months with respect to the Class A Shares outstanding on such date of determination; provided, that the Overfund Amount shall be reduced to zero upon the later to occur of (i) the Maturity Date and (ii) the date the Notes are repaid in full.
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Overfund Amount shall have the meaning ascribed thereto in Section 3.4.
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Related to Overfund Amount

  • Refund Amount means the maximum refund that is admissible;

  • Required Reserve Fund Amount With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. Provided, however, that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Pre-Funded Amount With respect to any date of determination, the amount on deposit in the Pre-Funding Account.

  • Contribution Amount has the meaning given in subsection 444-90(1A) in Schedule 1 of the Australian Taxation Administration Act 1953 (Cth).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Class A Deficiency Amount is defined in Section 4.1(a).

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • Principal Loss Amount With respect to each Payment Date, the sum of: (a) the aggregate amount of Credit Event Net Losses for all Credit Event Reference Obligations for the related Reporting Period; (b) the aggregate amount of court-approved principal reductions (“cramdowns”) on the Reference Obligations in the related Reporting Period; (c) subsequent losses on any Reference Obligation that became a Credit Event Reference Obligation on a prior Payment Date; and (d) amounts included in the second, fourth, seventh, eighth and tenth priorities set forth in Section 3.03(f) hereof.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Allocation Amount means, as of the Closing Date, the Series 2017-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-1 Stated Principal Amount resulting from the issuance of additional Series 2017-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2017-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greaterthan the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Net Capital Proceeds means the net cash proceeds received by the Partnership in connection with (i) any Sale, (ii) any borrowing or refinancing of borrowing(s) by the Partnership, (iii) any condemnation or deeding in lieu of condemnation of all or a portion of any Property, (iv) any collection in respect of property, hazard, or casualty insurance (but not business interruption insurance) or any damage award; or (v) any other transaction the proceeds of which, in accordance with generally accepted accounting principles, are considered to be capital in nature, in each case, after deduction of (a) all costs and expenses incurred by the Partnership with regard to such transactions (including, without limitation, any repayment of any indebtedness required to be repaid as a result of such transaction or which the General Partner elects to pay out of the proceeds of such transaction, together with accrued interest and premium, if any, thereon and any sales commissions or other costs or expenses due and payable to any Person in connection therewith, including to a Partner or its Affiliates), and (b) all amounts expended by the Partnership for the acquisition of additional Properties, Mortgages or other investments or for capital repairs or improvements to any Property with such cash proceeds.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Funded Amount means, with respect to any Revolving Obligation (excluding a Synthetic Security) or Delayed Drawdown Collateral Obligation at any time, the aggregate principal amount of advances or other extensions of credit to the extent funded thereunder by the Issuer that are outstanding at such time.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • Undercollateralized Amount With respect any Certificate Group and Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group, in each case calculated on such Distribution Date after giving effect to distributions to be made thereon (other than amounts to be distributed pursuant to Section 4.02(i) on such Distribution Date).

  • Working Capital Shortfall means the amount, if any, by which Working Capital is less than the Working Capital Target.

  • Advance Amount means with respect to Class A Advances, the Class A Advance Amount and, with respect to Class B Advances, the Class B Advance Amount.

  • Class Invested Amount means, with respect to any Class for any Distribution Date, an amount equal to the Class Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to such Class of Investor Certificateholders, in each case prior to such Distribution Date, (b) the aggregate amount of Investor Losses of such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments of funds on deposit for the benefit of such Class in the Series Principal Funding Account, if applicable.

  • Principal Deficiency Amount For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.

  • Allocated Amount has the meaning set forth in Section 2.6 hereof.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Declined Amount as defined in Section 2.12(e).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Unfunded Amount means, with respect to any Collateral Loan, as of any date of determination, the unfunded commitment of the Borrower with respect to such Collateral Loan as of such date.

  • Excess Overcollateralized Amount With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date.