Net Proceeds Offer Clause Samples

A Net Proceeds Offer clause requires a party, typically a borrower, to use the net proceeds from certain asset sales or insurance recoveries to make an offer to repay outstanding debt. In practice, this means that if the borrower sells a significant asset or receives insurance money, they must calculate the net amount received after deducting transaction costs and then offer to use those funds to pay down the loan. This clause ensures that lenders have a mechanism to recover their funds more quickly if the borrower's financial situation changes due to asset sales, thereby reducing the lender's risk exposure.
Net Proceeds Offer. In the event of certain Sale/Leaseback Transactions, the Company may be required to make a Net Proceeds Offer to purchase all or any portion of each Holder’s Notes, at 100% of the principal amount thereof, plus accrued and unpaid interest to the Net Proceeds Payment Date.
View SourceView Similar (31)
Net Proceeds Offer. If on the 366th day after an Asset Sale the Company has not applied or invested the Net Cash Proceeds or non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale that is converted into or sold or otherwise disposed of for cash (as described in Section 4.10 of the Indenture) relating to such Asset Sale as set forth in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which has not been applied or invested on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a) and (3)(b) of paragraph (a) of Section 4.10 of the Indenture (each, a “Net Proceeds Offer Amount”) shall be applied by the Company to make an offer to purchase (the “Net Proceeds Offer”) pursuant to Sections 3.10 and 4.10 of the Indenture to all Holders and, to the extent required by the terms of any other debt that is pari passu with the Notes (“Pari Passu Debt”), to all holders of such Pari Passu Debt on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any Pari Passu Debt) pro rata, the maximum amount of Notes and such other Pari Passu Debt equal to the Net Proceeds Offer Amount with respect to the Notes at a price equal to 100% of the principal amount of the Notes (and Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon, if any, to the Purchase Date. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased pro rata based on the aggregate amounts of Notes and Pari Passu Debt of the Company properly tendered (and the Trustee shall select the tendered Notes of tendering Holders pro rata based on the amount of Notes and other pari passu Indebtedness of the Company properly tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such...
View SourceView Similar (12)
Net Proceeds Offer. In the event of Asset Sales, under certain circumstances, the Company will be obligated to make a Net Proceeds Offer to purchase all or a specified portion of each Holder's Securities at a purchase price equal to 100% of the principal amount of the Securities, together with accrued and unpaid interest to the Net Proceeds Payment Date.
View SourceView Similar (10)
Net Proceeds Offer. If the Company consummates any Asset Sale, the Company may be required to utilize a portion of the net proceeds received from such Asset Sale to offer to repurchase Notes from the Holders at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of repurchase, in accordance with the provisions of the Indenture.
View SourceView Similar (4)
Net Proceeds Offer. Within 12 months from the date that the Company or any of its Restricted Subsidiaries makes any Asset Sale, the Net Proceeds thereof shall, in accordance with Section 4.15 of the Indenture, be reinvested in Additional Assets or used to repurchase or redeem Debt of the Company which rank PARI PASSU with the Securities, or Debt of a Restricted Subsidiary of the Company which is not subordinated to other Debt of such Restricted Subsidiary (which in each case shall be a permanent reduction of such Debt) or if not so used within 30 days from the expiration of such 12-month period, to use the remaining Net Proceeds to make an offer to repurchase Securities at a price equal to 100% of the principal amount thereof plus accrued interest in accordance with the procedures set forth in the Indenture (a "Net Proceeds Offer"). Notwithstanding the preceding sentence, a Net Proceeds Offer made in connection with any Asset Sale need not be applied in accordance with the preceding sentence, unless and until the aggregate Net Proceeds for all such Asset Sales in a 12-month period exceeds $5,000,000.
View SourceView Similar (2)
Net Proceeds Offer. The Company is, subject to certain conditions, obligated to make an offer to purchase Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, thereon to the date of purchase with certain of the Net Cash Proceeds of certain Asset Sales in accordance with the Indenture.
View Source
Net Proceeds Offer. SECTION 13.1 Net Proceeds Offer. (a) Whenever the Issuer is required under Section 3.15(b) to make a Net Proceeds Offer, the Issuer shall make such Net Proceeds Offer in accordance with the procedures set forth in Section 13.1(b). If the aggregate purchase price of Senior Notes tendered pursuant to the Net Proceeds Offer is less than the Net Proceeds required by Section 3.15(b) and this Section 13.1 to be allotted to the purchase of the Senior Notes then, subject to the provisions of Article XIV and the Collateral Documents, the Issuer may use the remaining Net Proceeds for general corporate purposes and such Net Proceeds shall no longer constitute "Excess Proceeds" within the meaning of Section 3.15(b). (b) (i) Promptly, and in any event within the time period specified in Section 3.15(b), the Issuer shall be obligated to deliver to the Trustee and send, by first-class mail to each Senior Noteholder in whose name a Senior Note is then registered, or, at the request of the Issuer, the Trustee shall send, a written notice stating that:
View Source

Related to Net Proceeds Offer

  • Proceeds of the Offering No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically authorized herein.

  • Proceeds of Notes The Borrower will not permit the proceeds of the Notes to be used for any purpose other than those permitted by Section 7.21. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be.

  • Net Proceeds The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it in a manner consistent with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus and the Prospectus.

  • Offer to Purchase by Application of Excess Proceeds In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer the Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).