Specified Equity Contributions definition

Specified Equity Contributions has the meaning provided in Section 7.12.
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Specified Equity Contributions means cash made available to the Borrower in the form of (a) common equity, (b) preferred equity that does not require or permit any cash payments and is not redeemable prior to the date that is one year and one day (or, if later, any applicable preference period plus one day) following the repayment of the Loan hereunder and has subordination terms and conditions reasonably satisfactory to the Required Lenders or (c) Permitted Subordinated Debt, but in each case solely to the extent contributed (in the case of clauses (a) and (b) above) or paid (in the case of clause (c) above) to the Borrower within five Business Days after any breach of Section 6.11 of the Senior Term Loan Agreement.
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Specified Equity Contributions means cash made available to the Borrower in the form of (a) common equity, (b) preferred equity that does not require or permit any cash payments and is not redeemable prior to the date that is one year and one day (or, if later, any applicable preference period plus one day) following the repayment of the Loan hereunder and has subordination terms and conditions reasonably satisfactory to the Required Lenders or (c) Permitted Subordinated Debt, but in each case solely to the extent contributed (in the case of clauses (a) and (b) above) or paid (in the case of clause (c) above) to the Borrower in the circumstances contemplated by clause (s) of Article VII of the Senior Term Loan Agreement not later than the earlier to occur of (i) the fifth Business Day following the date on which dividends are paid by the Company and (ii) one Business Day prior to the applicable Payment Date under the Senior Term Loan Agreement.
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Examples of Specified Equity Contributions in a sentence

  • For the avoidance of doubt, all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement.

  • Notwithstanding anything to the contrary contained herein, (a) Specified Equity Contributions shall not be permitted more than two (2) times during any period of six consecutive calendar months and (b) there shall not be more than ten (10) Specified Equity Contributions for all periods prior to the Maturity Date.

  • Immediately upon receipt by any Credit Party or any Subsidiary of any Credit Party of the Net Issuance Proceeds of Specified Equity Contributions or the incurrence of Indebtedness (other than Net Issuance Proceeds from the incurrence of Indebtedness permitted hereunder), the Borrower shall deliver, or cause to be delivered, to Agent an amount equal to such Specified Equity Contributions or Net Issuance Proceeds, in each instance, for application to the Loans in accordance with Section 1.8(g).

  • Notwithstanding the foregoing, no single Specified Equity Contribution shall exceed $1,000,000 and the Specified Equity Contributions shall not exceed $2,500,000 in the aggregate during the term of this Agreement.

  • The consent of only the Lenders holding more than 50% of the commitments and loans under the Revolving Facilities, the Term A Facilities and the Short Term Facility shall be necessary to amend or waive the terms of (A) the Financial Covenant, (B) any Events of Default with respect to the failure to comply with the Financial Covenant, (C) provisions relating to any Specified Equity Contributions and (D) any definitions and related provisions solely as they relate to the foregoing clauses (A)-(C).

  • Notwithstanding anything herein to the contrary, (i) in each four-Fiscal Quarter period there shall be at least two Fiscal Quarters in which no Cure Right is exercised, (ii) no more than four Specified Equity Contributions may be made after the Amendment No. 3 Effective Date and (iii) with respect to this Agreement, the amount of any Specified Equity Contribution shall be no greater than the minimum amount required to cause Company to be in compliance with the Financial Covenant.

  • Any Specified Equity Contributions made to fund Capital Expenditure pursuant to Section 7.8(ii)(A) above shall not count as Specified Equity Contributions (or equity contributions of any other type) for any other purpose (including any baskets, growers or other thresholds) under this Agreement.

  • Risk identified as part of the Procurement Strategy process were assessed and mitigating actions noted as below:- Continuity of service: Contingency plan to be put in place.

  • Any Specified Equity Contributions made to fund Capital Expenditure pursuant to Section 11.8(ii)(A) above shall not count as Specified Equity Contributions (or equity contributions of any other type) for any other purpose (including any baskets, growers or other thresholds) under this Agreement, including, without limitation, that such Specified Equity Contribution shall not constitute a Designated Equity Contribution under Section 12.2.

  • Therefore, we have designed them in an even easier-to-read format, including a simple checklist of the most important points to remember.This year’s contributors include retailers, shopping centres, banks and convenience stores, encompassing most of the levy payers in the majority of the BIDs.We hope that you find these guidelines helpful.


More Definitions of Specified Equity Contributions

Specified Equity Contributions means cash made available to the Borrower in the form of (a) common equity, (b) preferred equity that does not require or permit any cash payments and is not redeemable prior one year and one day (or, if later, any applicable preference period plus one day) following the repayment of all Loans hereunder and has subordination terms and conditions reasonably satisfactory to the Required Lenders or (c) Permitted Subordinated Debt, but in each case solely to the extent contributed (in the case of clauses (a) and (b) above) or paid (in the case of clause (c) above) to the Borrower in the circumstances contemplated by clause (s) of Article VII not later than the earlier to occur of (i) the fifth Business Days following the date on which dividends are paid by the Company and (ii) one Business Day prior to the applicable Payment Date.
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Specified Equity Contributions means the Cash Equivalents or other assets (valued at their fair market value) received by Parent after the Note Issuance Date from (i) contributions to its common equity capital, and (ii) the sale (other than to a Subsidiary of Parent) of Equity Interests (other than Disqualified Capital Stock) of Parent, in each case, designated as Specified Equity Contributions pursuant to an Officers’ Certificate on or promptly after the date such capital contributions are made or the date such Equity Interests are sold, as the case may be.
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Specified Equity Contributions means, with respect to any ------------------------------ Investment, Restricted Payment or Acquisition, the sum of any cash amounts invested (a) in Holdco and contributed to the Borrower or (b) in any Joint Venture Subsidiary by any Person other than the Borrower or any of its Subsidiaries, in either case in the form of an equity contribution or issuance, for the sole purpose of financing such Investment, Restricted Payment or Acquisition and to the extent not used for any other purpose."
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Specified Equity Contributions means, with respect to any Investment, Restricted Payment or Acquisition, the sum of (a) the amount of Closing Equity on deposit in the Equity Collateral Account, plus (b) any additional cash amounts invested in Holdco and contributed to the Borrower in the form of an equity contribution for the sole purpose of financing such Investment, Restricted Payment or Acquisition, and in each case to the extent not used for any other purpose.
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Specified Equity Contributions means any cash Investment (which Investment shall be in Qualified Equity Interests) made by one or more of the Investors to the Borrower after the Closing Date and on or prior to the date that is 10 days after the date on which financial statements are required to be delivered pursuant to Section 6.01(a)(i) for a fiscal year or Section 6.01(b)(i) for a fiscal quarter, as applicable.
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Related to Specified Equity Contributions

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Qualified Equity Interests means all Equity Interests of a Person other than Disqualified Equity Interests.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Disqualified Equity Interests of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require such Person to repurchase or redeem such Equity Interests upon the occurrence of a change of control occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Equity Interests if the change of control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Section 1007, and such Equity Interests specifically provide that the Issuer will not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to the provisions of Section 1007.

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Disqualified Equity means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity Interest have the right to require Sunoco LP to repurchase or redeem such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if the terms of such Equity Interest provide that Sunoco LP may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof.

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower in good faith, but excluding any Cure Amount) received (or deemed received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

  • Scheduled Funded Debt Payments means, as of any date of determination for the Borrower and its Subsidiaries, the sum of all scheduled payments of principal on Funded Debt for the applicable period ending on the date of determination (including the principal component of payments due on Capital Leases during the applicable period ending on the date of determination).

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Available Equity Amount means a cumulative amount equal to (without duplication):

  • Specified Spread Account Balance means on the Closing Date, % of the sum of the Pool Balance as of the [Initial] Cutoff Date and on any Payment Date thereafter the lesser of, (a) % of the [sum of (i) the] Pool Balance as of the [Initial] Cutoff Date [plus (ii) the aggregate Contract Value of all Subsequent Receivables sold to the Trust as of their respective Cutoff Dates] and (b) the outstanding principal amount of the Notes. However, if (A) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) will be reduced to % on such Payment Date and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Dates as provided in the following clauses (B), (C) or (D); (B) if the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Date in [Month] 20XX or any Payment Date thereafter and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (C) or (D); (C) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (D); and (D) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter, [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter. In addition to the ability to amend the “Specified Spread Account Balance” definition pursuant to Section 9.1(a) of the Indenture, the Specified Spread Account Balance may also be reduced or modified without the consent of the Holders of the Notes if the Rating Agency Condition is satisfied with respect to such reduction or modification.

  • Debt Payments means for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Equipment Loans plus (c) scheduled principal payments on the Term Loans plus (d) payments for all fees, commissions and charges set forth herein, plus (e) payments on Capitalized Lease Obligations, plus (f) payments with respect to any other Indebtedness for borrowed money.

  • Prior Period Investments means investments made in a previous evaluation period that are outstanding as of the examination date.

  • Net Equity Proceeds means the cash proceeds received from (i) any capital contribution from any member of the Borrower or (ii) the issuance of Capital Stock of the Borrower (other than to a Subsidiary or an employee stock ownership plan), net of the actual liabilities for reasonably anticipated cash taxes in connection with such incurrence, if any, any underwriting, brokerage and other customary selling commissions incurred in connection with such incurrence, and reasonable legal, advisory and other fees and expenses, incurred in connection with such incurrence.

  • Deferred Payments means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Payments in lieu of contributions means the money payments to

  • Specified Acquisition Period means a period elected by the Borrower that commences on the date elected by the Borrower, by notice to the Administrative Agent, following the occurrence of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing Date occurring after the consummation of such Specified Acquisition, (b) the date designated by the Borrower as the termination date of such Specified Acquisition Period, or (c) the Quarterly Testing Date on which the Borrower is in compliance with Section 7.09 as such compliance is determined as if such period was not a Specified Acquisition Period; provided, in the event the Leverage Ratio exceeds 5.00 to 1.00 as of the end of any Fiscal Quarter in which a Specified Acquisition has occurred, the Borrower shall be deemed to have so elected a Specified Acquisition Period with respect thereto on such last day of such Fiscal Quarter, and provided, further, following the election (or deemed election) of a Specified Acquisition Period, the Borrower may not elect (or be deemed to have elected) a subsequent Specified Acquisition Period unless, at the time of such subsequent election, the Leverage Ratio does not exceed 5.00 to 1.00; and provided further with respect to a Specified Acquisition by an Unrestricted Subsidiary or a joint venture, a Specified Acquisition Period may be elected by the Borrower (or may be deemed elected by the Borrower) only if the consideration for such Specified Acquisition is raised by the Borrower or a Subsidiary. Only one Specified Acquisition Period may be elected (or deemed elected) with respect to any particular Specified Acquisition.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.