Qualifying Equity Proceeds means on any date with respect to any expenditure to make an Investment under Section 6.04(v) (including in connection with the acquisition of Non-Compliant Subsidiaries and/or Non-Compliant Assets in a Permitted Acquisition), to make a Restricted Payment under Section 6.08(a)(viii) or to make a payment in reliance on Section 6.08(b)(vi), the aggregate amount of Net Proceeds received by Holdings in respect of sales and issuances of its Qualified Equity Interests (other than any equity contribution made in reliance on Section 7.02, the issuance of Equity Interests to officers, directors or employees of Holdings or any Subsidiary pursuant to employee benefit or incentive plans or other similar arrangements, and the issuance of Equity Interests to any Subsidiary) during the 365-day period ending on the date of such expenditure, less the amount of all other expenditures for such purposes made during such period and on or prior to such date in reliance on such receipts of Net Proceeds.
Qualifying Equity Proceeds means on any date with respect to any expenditure to make a Restricted Payment under Section 6.08(a)(vii) or to make a payment in reliance on Section 6.08(b)(vi), the aggregate amount of Net Proceeds received by the Borrower in respect of sales and issuances of its Equity Interests (other than Disqualified Equity Interests and other than sales or issuances to directors, officers and employees) during the 120-day period ending on the date of such expenditure, less the amount of all other expenditures made during such period and on or prior to such date (i) for such purposes in reliance on such receipts of Net Proceeds or (ii) representing the use of such Net Proceeds to make Permitted Acquisitions or other Investments (other than Permitted Investments).
Qualifying Equity Proceeds means, with respect to any issuance of Qualified Equity Interests of Holdings, the aggregate amount of Net Proceeds received by Holdings from such issuance (other than proceeds from any equity contribution made in reliance on Section 7.02, proceeds from the issuance of Equity Interests to officers, directors or employees of Holdings or any Subsidiary pursuant to employee benefit or incentive plans or other similar arrangements, and proceeds from the issuance of Equity Interests to any Subsidiary).
Examples of Qualifying Equity Proceeds in a sentence
Once a Qualifying Equity Proceeds Offer is made with respect to any and all outstanding shares of Series A Preferred Stock, no further Qualifying Equity Proceeds Offer need be made.
Once Preferred Stock Qualifying Equity Proceeds Offer(s) are made for amounts in aggregate sufficient to repurchase all outstanding shares of Series B Preferred Stock, no further Preferred Stock Qualifying Equity Proceeds Offer need be made for the Series B Preferred Stock.
The Commitment Amount is to be reduced by $20 for every $100 of Qualifying Equity Proceeds received by the Company after the date hereof and before the Company has drawn down the Commitment Amount.
Acquisition in reliance on the final proviso to the definition of “Permitted Acquisition”, (b) Investments made (x) in reliance on the proviso to Section 6.04(d)(iii) and (y) in reliance on the proviso to Section 6.04(r), (c) Restricted Payments made in reliance on Section 6.08(a)(viii), (d) payments or other distributions made in reliance on Section 6.08(b)(vi), and (e) with respect to Qualifying Equity Proceeds only, Restricted Payments made in reliance on Section 6.08(a)(vi).
Once a Qualifying Equity Proceeds Offer is made with respect to any and all outstanding shares of New Preferred Stock, no further Qualifying Equity Proceeds Offer need be made.
More Definitions of Qualifying Equity Proceeds
Qualifying Equity Proceeds means on any date with respect to any expenditure to make an Investment under Section 6.04(w)(ii) (including in connection with the acquisition of Non-Compliant Subsidiaries and/or Non-Compliant Assets in a Permitted Acquisition), to make a Restricted Payment under Section 6.08(a)(vii) or to make a payment in reliance on Section 6.08(b)(vi), the aggregate amount of Net Proceeds received by the Company in respect of sales and issuances of its Qualified Equity Interests or capital contributions (other than the issuance of Equity Interests to officers, directors or employees of the Company or any Subsidiary pursuant to employee benefit or incentive plans or other similar arrangements, and the issuance of Equity Interests to any Subsidiary), less the amount of all other expenditures for such purposes made during such period and on or prior to such date in reliance on such receipts of Net Proceeds.
Qualifying Equity Proceeds means, at any time of determination, an amount (which shall not be less than zero) equal to, without duplication, (a) the aggregate amount of cash and Cash Equivalents contributed to the capital of the Borrower or the proceeds received by the Borrower from the sale and issuance of any Qualified Equity Interests (or the incurrence of any Indebtedness that has been converted into or exchanged for Qualified Equity Interests), in each case during the period from and including the Business Day immediately following the Effective Date and prior to such time of determination, other than (i) any Cure Amount and (ii) sales or issuances of Equity Interests to directors, officers and employees plus (b) the aggregate amount of all dividends, returns, interest, profits, distributions, income and similar amounts (in each case, to the extent made in cash or Cash Equivalents) received by the Borrower or any Restricted Subsidiary on Investments made using Qualifying Equity Proceeds during the period from and including the Business Day immediately following the Effective Date and prior to such time of determination less (c) the amount of all expenditures for Specified Uses made during the period from and including the Business Day immediately following the Effective Date and prior to such time of determination in reliance on the receipt of Qualifying Equity Proceeds.
Qualifying Equity Proceeds means on any date with respect to any expenditure for Specified Uses, the aggregate amount of Net Proceeds received by the Borrower in respect of sales and issuances of its Equity Interests (other than Disqualified Equity Interests and other than sales or issuances to directors, officers and employees) during the 180-day period ending on the date of such expenditure, less the amount of all other expenditures for Specified Uses made during such period and on or prior to such date in reliance on such receipts of Net Proceeds.
Qualifying Equity Proceeds means on any date with respect to any expenditure to make an Investment under Section 6.04(s)(ii) (including in connection with the acquisition of Non-Compliant Subsidiaries and/or Non-Compliant Assets in a Permitted Acquisition), to make a Restricted Payment under Section 6.08(a)(viii) or to make a payment in reliance on Section 6.08(b)(viii)(A), the aggregate amount of Net Proceeds received by Holdings in respect of sales and issuances of its Qualified Equity Interests (other than any equity contribution made in reliance on Section 7.02 of the First Lien Credit Agreement, the issuance of Equity Interests to officers, directors or employees of Holdings or any Subsidiary pursuant to employee benefit or incentive plans or other similar arrangements, and the issuance of Equity Interests to any Subsidiary) during the 365-day period ending on the date of such expenditure, less the amount of all other expenditures for such purposes made during such period and on or prior to such date in reliance on such receipts of Net Proceeds.
Qualifying Equity Proceeds means Net Proceeds received by Holdings from the issuance and sale after the Sixth Amendment Effective Date of its common stock or Non-Cash Pay Preferred Stock."
Qualifying Equity Proceeds means cash received by the Company upon issuance of equity securities but does not include (i) amounts received as a result of the exercise of the "First Option," or the "Second Option," "Third Option" or "Incentive Option" (as those terms are defined in the Securities Purchase Agreement), (ii) amounts received in connection with the purchase (but not the exercise) of the New Options, or (iii) amounts received as a result of the exercise of options to purchase up to 3 million shares of Common Stock originally issued to Motorola in connection with equipment purchase and financing arrangements entered into in 1991 between the Company and Motorola.
Qualifying Equity Proceeds has the meaning set forth in Section 6.2.