PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES Sample Clauses

PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES. If after the Execution Date Borrower or any Covered Person issues or sells any equity (except equity issued in connection with a Permitted Acquisition) or equity securities, or warrants or options therefor (other than the exercise of warrants or options issued to management of Borrower pursuant to a management incentive stock option program or the issuance and exercise of restricted stock grants to management and directors (collectively the Approved Options)), Borrower shall promptly after such sale make a payment to Administrative Agent for the ratable benefit of the Lenders, to be applied to reduce the Loan Obligations, in an aggregate amount equal to seventy-five percent (75%) of the gross proceeds therefrom less reasonable brokers' and underwriters' fees and commissions and other reasonable issuing expenses. Every prepayment under this Section 6.4.3 shall be applied to reduce the Aggregate Term Loan (first to Base Rate Loans included in the Aggregate Term Loan until they are reduced to zero and then to Eurodollar Loans included in the Aggregate Term Loan (and all penalties and premiums due hereunder in connection therewith) until they are reduced to zero) and shall be distributed by Administrative Agent to Lenders in accordance with their pro-rata shares of the Aggregate Term Loan Commitment and applied by Lenders to reduce their pro-rata shares, and consequently the aggregate amounts, of the repayment installments required under Section 6.2.2 in the inverse order of their due dates. If application to the Term Loans of any prepayment required under this Section 6.4.3 reduces the Term Loans (and consequently the Aggregate Term Loan) to zero, the remaining amount of such prepayment shall be applied to the outstanding Swingline Loans, if any, and then by Lenders to reduce the Revolving Loans (and consequently the Aggregate Revolving Loan) first to Base Rate Loans included in the Aggregate Revolving Loan until they are reduced to zero and then to Eurodollar Loans included in the Aggregate Revolving Loan (and all penalties and premiums due hereunder in connection therewith) until they are reduced to zero. Borrower will not be obligated to make a pre-payment if the making of any such pre-payment would cause Borrower to break any existing Interest Hedge Obligation.
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PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES. If after the Execution Date Borrower or any Covered Person issues or sells any equity (except equity issued in connection with a Permitted Acquisition or equity of a Subsidiary of Borrower issued to Borrower or another Subsidiary of Borrower) or equity securities, or warrants or options therefor (other than the exercise of warrants or options issued to management of Borrower pursuant to a management incentive stock option program or the issuance and exercise of restricted stock grants to management and directors (collectively the Approved Options)), Borrower shall promptly after such sale make a payment to Administrative Agent for the ratable benefit of the Lenders, to be applied to reduce the Loan Obligations, in an aggregate amount equal to seventy-five percent (75%) of the gross proceeds therefrom less reasonable brokers' and underwriters' fees and commissions and other reasonable issuing expenses.
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Related to PROCEEDS FROM SALE OR ISSUANCE OF SECURITIES

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Disposition of Securities The Buyer shall not sell any Securities except as provided in this Agreement, the Registration Rights Agreement and the “Plan of Distribution” section of the prospectus included in the Registration Statement. The Buyer shall not transfer any Securities except pursuant to sales described in the “Plan of Distribution” section of the prospectus included in the Registration Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales of Securities pursuant to the Registration Statement, the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the prospectus included in the Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

  • RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  • Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Trustee Not Responsible for Recitals or Issuance of Securities The recitals contained herein and in the Securities, except for the Trustee's certificates of authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  • Conveyance of Receivables Issuance of Securities 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Acceptance by Issuing Entity 2 Section 2.03 Representations and Warranties as to the Receivables 3 Section 2.04 Repurchase of Receivables Upon Breach of Warranty 3 ARTICLE III THE DEPOSITOR 3 Section 3.01 Representations of the Depositor 3 Section 3.02 Liability of the Depositor 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of the Depositor; Amendment of Limited Liability Company Agreement. 5 Section 3.04 Limitation on Liability of the Depositor and Others 6 Section 3.05 The Depositor May Own Notes or Certificates 6 Section 3.06 Compliance with the FDIC Rule 6 ARTICLE IV MISCELLANEOUS PROVISIONS 7 Section 4.01 Amendment 7 Section 4.02 Protection of Title to Trust 8 Section 4.03 Notices 9 Section 4.04 GOVERNING LAW 9 Section 4.05 Severability of Provisions 9 Section 4.06 Assignment 9 Section 4.07 Third-Party Beneficiaries 9 Section 4.08 Separate Counterparts 10 Section 4.09 Headings and Cross-References 10 Section 4.10 Assignment to Indenture Trustee 10 Section 4.11 No Petition Covenants 10 Section 4.12 Limitation of Liability of Indenture Trustee and Owner Trustee 10 EXHIBIT A Schedule of Receivables EXHIBIT B Form of Second Step Receivables Assignment EXHIBIT C Additional Representations and Warranties APPENDIX A Definitions, Rules of Construction and Notices THIS TRUST SALE AGREEMENT is made as of October 30, 2013 between ALLY AUTO ASSETS LLC, a Delaware limited liability company (the “Depositor”), and ALLY AUTO RECEIVABLES TRUST 2013-2, a Delaware statutory trust (the “Issuing Entity”).

  • SUBORDINATION OF SECURITIES 46 Section 1301 Securities Subordinate to Senior Indebtedness....................... 46 Section 1302 Payment Over of Proceeds Upon Dissolution, etc...................... 46 Section 1303 No Payment When Senior Indebtedness in Default...................... 47 Section 1304 Payment Permitted if No Default..................................... 48 Section 1305 Subrogation to Rights of Holders of Senior Indebtedness............. 48 Section 1306 Provisions Solely to Define Relative Rights......................... 48

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