Qualifying Equity Issuance means (i) any Equity Issuance by Holdings or Intermediate Holdings to, or any receipt by Holdings or Intermediate Holdings of a capital contribution from, the Investor Group and any other Person holding Equity Interests, directly or indirectly, of Holdings or Intermediate Holdings on the Closing Date and any subsequent holders of preemptive rights in respect of Equity Interests of Holdings or Intermediate Holdings, the Net Cash Proceeds of which are contributed immediately, directly or indirectly, to the common equity of the Borrower, (ii) grants of stock of Holdings or Preferred Stock of Intermediate Holdings, or options to acquire stock of Holdings or Preferred Stock of Intermediate Holdings, to the management of Holdings and its Subsidiaries, and (iii) the issuance by Holdings or Intermediate Holdings for cash of its common Equity Interests to the Sponsor Group or any other Person if: (A) 100% of the proceeds of such issuance shall be immediately contributed, directly or indirectly, by Holdings or Intermediate Holdings (as the case may be) to the Borrower; (B) after giving effect thereto, no Change of Control shall have occurred; (C) such stock shall be issued in a private placement exempt from registration under the Securities Act; (D) the proceeds thereof shall be used (without duplication) only (w) to make Consolidated Capital Expenditures, (x) to make Permitted Business Acquisitions pursuant to Section 7.06(a)(xiii), Investments in Permitted Joint Ventures pursuant to Section 7.06(a)(xvii) and other Investments pursuant to Section 7.06(a)(xxi), (y) to repay Debt of the Borrower and its Subsidiaries or (z) to make Restricted Payments pursuant to Section 7.07(viii), and in any event the proceeds thereof shall not be used to repay any Subordinated Debt or to make any Restricted Payment other than Restricted Payments expressly permitted pursuant to Section 7.07(viii); (E) within five Business Days after such issuance, Holdings or Intermediate Holdings (as the case may be) shall have delivered to the Administrative Agent a certificate of the chief financial officer or chief accounting officer of Holdings (in each case) attesting to the satisfaction of the foregoing conditions, describing the uses of the proceeds of such issuance and attesting that such use shall not constitute a Default or an Event of Default; and (F) such proceeds shall be used within 30 days after such issuance as described in such certificate.
Qualifying Equity Issuance means any Equity Issuance, the Net Issuance Proceeds of which are contributed promptly to the common equity of the Parent Borrower if: (i) after giving effect thereto, no Change of Control shall have occurred; and (ii) the Net Issuance Proceeds thereof shall be used (without duplication and only to the extent Not Otherwise Applied (as defined in the Term Credit Agreement)) only to (A) make (x) Consolidated Capital Expenditures, (y) Permitted Acquisitions and other Investments and (z) Restricted Payments and (D) repay Indebtedness of the Parent Borrower and its Subsidiaries “Rate Contracts” means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest, currency exchange rates or commodities prices.
Qualifying Equity Issuance means any Equity Issuance, the Net Issuance Proceeds of which are contributed promptly to the common equity of the Parent Borrower if: (i) after giving effect thereto, no Change of Control shall have occurred; and (ii) the Net Issuance Proceeds thereof shall be used (without duplication and only to the extent Not Otherwise Applied (as defined in the Term Credit Agreement)) only to (A) make (x) Consolidated Capital Expenditures, (y) Permitted Acquisitions and other Investments and (z) Restricted Payments and (D) repay Indebtedness of the Parent Borrower and its Subsidiaries.
Examples of Qualifying Equity Issuance in a sentence
The Trustee shall have no duty to determine whether a Qualifying Equity Issuance has been completed, to monitor the Company’s activities with respect thereto or to determine whether the interest rate should be increased or decreased pursuant to this Section 4.11.
For the avoidance of doubt, (a) the interest rate on the Notes shall not exceed 9.00% per annum and (b) if a Qualifying Equity Issuance is consummated by the Company after the interest rate on the Notes has been increased following either of the dates cited above, the interest rate on the Notes will be decreased to 6.00% per annum on the principal amount at maturity of the Notes on and after the date on which a Qualifying Equity Issuance has been completed.
The Company will deliver (i) an Officer’s Certificate to the Trustee upon the completion of a Qualifying Equity Issuance and (ii) written notice to the Trustee and the Holders upon any increase or decrease in the interest rate pursuant to this Section 4.11.
If the aggregate amount of cash proceeds required to satisfy the BOA Stockholder Redemption represents greater than 75% of the monies held in the Trust Account4, the Company will complete a Qualifying Equity Issuance.
Sections 5(j)(i), (ii) and (iii) above will not apply to any issuance, or deemed issuance, of Additional Shares of Common Stock which occurs upon or after consummation of a Qualifying Equity Issuance (as hereinafter defined).
More Definitions of Qualifying Equity Issuance
Qualifying Equity Issuance means any issuance of Equity Interests by the Borrower or any receipt by the Borrower of a capital contribution (or any direct or indirect parent thereof and contributed to the Borrower as cash equity), if, after giving effect thereto, no Change of Control shall have occurred.
Qualifying Equity Issuance means any Equity Issuance if: (i) after giving effect thereto, no Change of Control shall have occurred; (ii) the Equity Interests issued in such Equity Issuance shall be issued in a private placement exempt from registration under the Securities Act; and (iii) the Net Proceeds thereof shall be used (without duplication and only to the extent Not Otherwise Applied) only (A) to make Qualified Stock Repurchases pursuant to Section 9.9(c), (B) to make Investments pursuant to Section 9.7(m) and (C) to pay dividends and distributions under Section 9.9(d).
Qualifying Equity Issuance means any issuance of Capital Stock (other than Disqualified Stock) by, or equity contribution to, Holdings if (a) after giving effect thereto, no Change of Control shall have occurred; (b) such Capital Stock shall be issued pursuant a private placement exempt from registration under the Securities Act; and (c) such Capital Stock or the Net Cash Proceeds thereof, if any, shall be used solely for the purpose of paying the consideration for Permitted Acquisitions.
Qualifying Equity Issuance means any Equity Issuance if: (i) after giving effect thereto, no Change of Control shall have occurred; (ii) the Equity Interests issued in such Equity Issuance shall be issued in a private placement exempt from registration under the Securities Act; and (iii) the Net Proceeds thereof shall be used (without duplication and only to the extent Not Otherwise Applied) only (A) to make Qualified Stock Repurchases pursuant to Section 9.9(d), (B) to make Investments pursuant to Section 9.7(m) and (C) to pay dividends and distributions under Section 9.9(e).
Qualifying Equity Issuance means the issuance by the Company of equity securities resulting in gross cash 14 proceeds of not less than $200,000,000, on terms and conditions reasonably satisfactory to the Purchaser.
Qualifying Equity Issuance means any issuance of Equity Interests by Parent Holdings or any receipt by Parent Holdings of a capital contribution, the Net Cash Proceeds of which are contributed promptly to the common equity of the Borrower if: (i) after giving effect thereto, no Change of Control shall have occurred; (ii) such stock shall be issued in a private placement exempt from registration under the Securities Act; and (iii) the Net Cash Proceeds thereof shall be used (without duplication) only (A) to make Consolidated Capital Expenditures in excess of the amounts allowed under Section 7.14, (B) to make Investments in Permitted Joint Ventures in excess of the amounts allowed under Section 7.06(a)(xii), (C) to make Permitted Business Acquisitions in excess of the amounts allowed under clause (vii) of the definition of “Permitted Business Acquisition”, (D) to make Investments contemplated by, but in excess of the amounts allowed under, Section 7.06(a)(xvii), (E) to repay Indebtedness of the Borrower and its Subsidiaries, (F) to make Restricted Payments in excess of the amounts allowed under Section 7.07(iv), (v) and (vi) and (G) to fund Investments contemplated by Section 7.06(a)(xvi)(A)(x).
Qualifying Equity Issuance means (a) the issuance by ASLP for cash -------------------------- of its Capital Stock to the Sponsor Group or any other Person (including, without limitation, to one or more employee stock ownership plans sponsored by the Parent or the Borrower) if: (i) 100% of the proceeds of such issuance shall be immediately contributed by ASLP to Holdings, by Holdings to the Parent and by the Parent to the Borrower; (ii) no Default or Event of Default shall have occurred or be continuing on the date of issuance, both before and after giving effect thereto; (iii) after giving effect thereto, no Change of Control shall have occurred; (iv) such stock shall be issued in a private placement exempt from registration under the Securities Act; (v) the proceeds thereof shall not be used to repay any Debt (other than the Obligations) or to make any Restricted Payment; (vi) within 10 Business Days after such issuance, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower attesting to the satisfaction of the foregoing conditions, describing the uses of the proceeds of such issuance and attesting that such use shall not constitute a Default or an Event of Default; and (vii) such proceeds shall be used within 45 days after such issuance as described in such certificate; or (b) a Qualifying IPO.