Issuance of Debt or Equity. If any Loan Party or any of its respective Subsidiaries issues Capital Stock or Indebtedness (other than Indebtedness permitted by Sections 6.17(a),(c), (d), (e), (f), (g), (h), (j) and (k)), no later than the Business Day following the date of receipt of any Net Cash Proceeds of such issuance or receipt of such dividend, distribution, loan or advance, the Borrower, or applicable Loan Party, shall prepay the Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied first, to pay the principal of the Overadvances and Protective Advances, second, to pay the principal of the Non-Ratable Loans and third, to pay the principal of the Revolving Loans (including the Swingline Loans) without a concomitant reduction in the Aggregate Commitment. Notwithstanding the foregoing, so long as the 2010 Parent Indenture is in effect, all or any portion of any Net Cash Proceeds of any such issuance that is deposited in a deposit account located at, and subject to control agreements in favor of, the Agent may be (i) used to consummate Permitted Acquisitions and/or (2) reinvested to repair, rebuild or purchase replacement property, in each case within 12 months after the receipt of such Net Cash Proceeds, and if not so used or reinvested within such period, shall be applied as set forth in the first sentence of this Section 2.15(c).
Issuance of Debt or Equity. If the Domestic Borrower or any of its Domestic Subsidiaries issues Capital Stock or any Domestic Loan Party issues Indebtedness (other than Indebtedness permitted by Sections 6.16(a), (c), (e) and (g)) or if any Domestic Loan Party receives any dividend or distribution from a Person other than a Loan Party, no later than the Business Day following the date of receipt of the Net Cash Proceeds of such issuance or receipt of such dividend, distribution, loan or advance, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds, dividends, distributions, loans or advances. Any such prepayment shall be applied first, to pay the principal of the Protective Advances and the Overadvances, second, to pay the principal of the Non-Ratable Loans, third, to pay the principal of the Loans without a concomitant reduction in the Aggregate Commitment, and fourth, to cash collateralize outstanding Domestic Facility LCs.
Issuance of Debt or Equity. If any Loan Party or any of its respective Subsidiaries issues Capital Stock or Indebtedness (other than Indebtedness permitted by Sections 6.17(a),(c), (d), (e), (f), (g), (h), (j) and (k)), no later than the Business Day following the date of receipt of any Net Cash Proceeds of such issuance or receipt of such dividend, distribution, loan or advance, the Borrower, or applicable Loan Party, shall prepay the Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied first, to pay the principal of the Overadvances and Protective Advances, second, to pay the principal of the Non-Ratable Loans, third, to pay the principal of the Term Loans and fourth, to pay the principal of the Revolving Loans (including the Swingline Loans) without a concomitant reduction in the Aggregate Revolving Commitment.
Issuance of Debt or Equity. Notwithstanding any other provisions set forth in the Transaction Documents, except for Exempted Securities, the Company hereby covenants and agrees not to issue any equity or debt securities, or otherwise incur any Indebtedness for period beginning on the date hereof and ending on the date that is sixty (60 days) following the date the Investor Shares may be immediately resold under Rule 144 without restriction on the number of shares to be sold or manner of sale.
Issuance of Debt or Equity. The Company hereby covenants and agrees not issue any equity or debt securities, or otherwise incur any Indebtedness except as permitted by the terms of the Purchase Agreement.
Issuance of Debt or Equity. If the Borrower, any of its Subsidiaries or any special purpose financing vehicle established by any of them (i) incurs any Debt (other than (1) refinancing Debt existing on the Closing Date in an amount not to exceed such existing Debt, and (2) Debt that complies with the requirements of subparts (2) or (4) of the definition of “Permitted Debt”), including Private Placement Debt, or (ii) issues any Capital Stock, after the Closing Date, then, in any such case, the Borrower shall pay to the Administrative Agent for the account of the Lenders, unless otherwise agreed by the Required Lenders, as a mandatory prepayment of the Loans (in the manner set forth below), a sum equal to the net cash proceeds received by the Borrower therefrom.
Issuance of Debt or Equity. Unless the Aggregate Combined Commitment has been reduced to an amount equal to or less than $325,000,000, in the event the Borrower, any of its Subsidiaries or any special purpose financing vehicle established by any of them (i) incurs any Debt (other than (1) refinancing Debt set forth on Schedule 6.01 hereto and existing on the Effective Date (excluding Debt under the 364-Day Credit Agreement) of the same type and in an amount not to exceed such existing Debt, and (2) Debt that complies with the requirements of subparts (6) or (7) of the definition of Permitted Debt, or (ii) issues any Capital Stock (other than Capital Stock issued in connection with the exercise of stock options in the ordinary course of business and consistent with past practices), after the Effective Date, then, in any such case, the Borrower shall pay to the Administrative Agent for the account of the Lenders and the lenders under the 364-Day Credit Agreement, unless otherwise agreed by the Required Lenders, as a mandatory prepayment of the Loans and the loans under the 364-Day Credit Agreement (in the manner set forth in clause (v) below), a sum equal to the net cash proceeds received by the Borrower therefrom.
Issuance of Debt or Equity. If the Borrower or any of their respective Subsidiaries issues Capital Stock or any Loan Party issues Indebtedness (other than Indebtedness permitted by Sections 6.16(a),(c),(e) and (g)) or if any Loan Party receives any dividend or distribution from a Person other than a Loan Party, no later than the Business Day following the date of receipt of the Net Cash Proceeds of such issuance or receipt of such dividend, distribution, loan or advance, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds, dividends, distributions, loans or advances. Any such prepayment shall be applied first, to pay the principal of the Protective Advances and the Overadvances, second, to pay the principal of the Non-Ratable Loans, third, to pay the principal of the Revolving Loans without a concomitant reduction in the Aggregate Commitment, and fourth, to cash collateralize outstanding Facility LCs.
Issuance of Debt or Equity. If Holdings issues Capital Stock (other than any issuance pursuant to a DRIP or LTIP) or any Loan Party issues Indebtedness (other than Indebtedness permitted by Sections 6.17 or if any Loan Party receives any dividend or distribution from a Person other than a Loan Party, in each case, at any time that (i) Availability is less than $20,000,000 or (ii) a Default has occurred and is continuing, no later than the Business Day following the date of receipt of any Net Cash Proceeds of such issuance or receipt of such dividend, distribution, loan or advance, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds, dividends, distributions, loans or advances. Any such prepayment shall be applied first, to pay the principal of the Protective Advances, second, to pay the principal of the Non-Ratable Loans, third, to pay the principal of the Revolving Loans and Swingline Loans without a concomitant reduction in the Commitment, and fourth, to cash collateralize outstanding Facility LCs.
Issuance of Debt or Equity. If any Borrower issues Capital Stock or any Loan Party issues Indebtedness (other than Indebtedness permitted by Sections 6.17(a), (c), (e), and (g) or if any Loan Party receives any dividend or distribution from a Person other than a Loan Party (other than dividends or distributions received from Action Performance Holdings GmbH or Action-MxXxxxxxx, LLC in the ordinary course of business), no later than the Business Day following the date of receipt of any Net Cash Proceeds of such issuance or receipt of such dividend, distribution, loan or advance, the Borrowers shall prepay the Obligations in an amount equal to all such Net Cash Proceeds, dividends, distributions, loans or advances. Any such prepayment shall be applied first, to pay the principal of the Overadvances and Protective Advances, second, to scheduled principal installments of the Term B Loans in inverse order of maturity and then to the Term A Loans in the inverse order of maturity, third, to pay the principal of the Non-Ratable Loans, fourth, to pay the principal of the Revolving Loans without a concomitant reduction in the Revolving Commitment, and fifth, after the occurrence and during the continuance of an Unmatured Default or a Default, to cash collateralize outstanding Facility LCs.
