Prepayments and Reductions Due Sample Clauses

Prepayments and Reductions Due to Issuance of Debt or Equity ------------------------------------------------------------ Securities. On the date of receipt by Holdings, Company or any of its ---------- Subsidiaries of the Cash proceeds (any such cash proceeds, net of under writing discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal and accounting fees and expenses, being "NET SECURITIES PROCEEDS"), from the issuance of debt or equity Securities of Holdings, Company or any of its Subsidiaries after the Closing Date (other than the issuance of debt Securities by Holdings permitted under subsection 7.1(viii)), Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% (in case of debt Securities) or 50% (in case of equity Securities) of such Net Securities Proceeds; provided that the Net Securities Proceeds -------- received from the issuance of equity Securities of Holdings (including Holdings Common Stock) for the purposes of financing (in whole or in part) any Permitted Acquisition need not be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(d); and provided further that none of the Net Securities Proceeds from the -------- ------- issuance of equity Securities needs to be applied to the mandatory prepayment of the Loans pursuant to this subsection 2.4B(iii)(d) if, after giving effect to such issuance and all other transactions contemplated in connection therewith, the Consolidated Leverage Ratio of the Company and its Subsidiaries as of the end of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered pursuant to subsection 6.1(iv) is less than 4.00:1.00.
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Prepayments and Reductions Due to Issuance of Debt Securities Other Than in Connection With a Qualified High-Yield Offering. No later than the second Business Day following the date of receipt by the Borrower of the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) from the issuance of any debt Securities of the Borrower (other than pursuant to a Qualified High-Yield Offering), the Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 100% of such net cash proceeds. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Loan Commitments pursuant to this Section 4.02(c)(ii), the Borrower shall deliver to Agent an Officers' Certificate demonstrating the calculation of the net cash proceeds that gave rise to such prepayment and/or reduction. In the event that the Borrower shall subsequently determine that the actual net cash proceeds were greater than the amount set forth in such Officers' Certificate, the Borrower shall promptly make an additional prepayment of the Loans (and/or, if applicable, the Revolving Loan Commitments shall be permanently reduced) in an amount equal to the amount of such excess, and the Borrower shall concurrently therewith deliver to Agent an Officers' Certificate demonstrating the derivation of the additional net cash proceeds resulting in such excess.
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Prepayments and Reductions Due to Reversion of Surplus Assets ------------------------------------------------------------- of Pension Plans. On the date of return to Company or any of its ---------------- Subsidiaries of any surplus assets of any pension plan of Company or any of its Subsidiaries, Company shall prepay in an amount (the "NET REVERSION AMOUNT") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof, and Company shall prepay in an amount equal thereto first the Term Loans to the ----- full extent thereof, second after the second anniversary of the ------ Closing Date, the Acquisition Loans and third the Revolving Loans. ----- Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).
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Prepayments and Reductions Due to Reversion of Surplus Assets ------------------------------------------------------------- of Pension Plans. On the date of return to Company or any of its ---------------- Subsidiaries of any surplus assets of any pension plan of Company or any of its Subsidiaries, Company shall prepay in an amount (the "NET REVERSION AMOUNT") equal to 100% of such returned surplus assets, net of transaction costs and expenses incurred in obtaining such return, including incremental taxes payable as a result thereof, and Company shall prepay first the Term ----- Loans, Tranche B Term Loans and, after the third anniversary of the Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof), and second the Revolving Loans and, prior to the third anniversary of the ------ Closing Date, the Acquisition Loans on a pro rata basis to the full extent thereof (in accordance with the respective outstanding principal amounts thereof) in an amount equal thereto. Any such mandatory prepayments shall be further applied as specified in subsection 2.4B(iv).
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Prepayments and Reductions Due to Issuance of Debt -------------------------------------------------- Securities. No later than the third Business Day following the date of ---------- receipt by Holdings or any of its Subsidiaries of Non-Excluded Net Debt Proceeds, Company shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to such Non-Excluded Net Debt Proceeds; provided, however, that (1) the -------- ------- Non-Excluded Net Debt Proceeds received by Company or any of its Subsidiaries from the issuance of debt Securities permitted under subsections 7.1(i)-(x) shall be excluded from the requirements of this subsection 2.4B(iii)(c) and (2) the Non-Excluded Net Debt Proceeds received by Company or any of its Subsidiaries from the issuance of debt Securities permitted under subsection 7.1(xi) shall be excluded from the requirements of this subsection 2.4B(iii)(c) to the extent such proceeds are used to make Permitted Acquisitions pursuant to subsection 7.7(iii).
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Related to Prepayments and Reductions Due

  • Repayments and Prepayments The Borrower shall repay the Loans in fourteen equal semi-annual installments on the last day of each Interest Period, as set forth on Schedule II hereto. In addition, the Borrower (a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of the Loans; provided that (i) any such prepayment shall be made pro rata among all Loans and applied in inverse order of maturity; (ii) all such voluntary prepayments shall require at least three Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, two Business Days) prior written notice to the Administrative Agent; and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and a multiple of $1,000,000 (or the remaining amount of the Loans being prepaid); and (b) shall, immediately upon any acceleration of the Stated Maturity Date of the Loans pursuant to Section 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.2, repay all Loans. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4, provided that any prepayment under this Agreement shall be made subject to payment by the Borrower to the Administrative Agent (for the account of the FEC Counterparty) of any FEC Break Costs on written demand by the FEC Counterparty, which demand shall set forth the amount of the FEC Break Costs and reasonably detailed calculations thereof.

  • Payments Reductions of Commitments Prepayments Promise to Pay; Promissory Notes.

  • Mandatory Prepayments and Commitment Reductions (a) If any Capital Stock shall be issued by the US Borrower (other than as set forth below with respect to Excluded Proceeds) or (ii) if any Indebtedness shall be incurred by any Group Member, excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Closing Date (except Indebtedness incurred pursuant to Section 7.2(g)(i)(x)), then on the date of such issuance or incurrence, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to, in the case of an issuance of Capital Stock, 50% of the Net Cash Proceeds thereof, or in the case of Indebtedness, 100% of the Net Cash Proceeds, other than any Excluded Proceeds, of such issuance or incurrence, as set forth in Section 2.13(d). The provisions of this Section do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and US Collateral Agreement or the Canadian Collateral Agreement, or a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, except as provided in the following sentence, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by such Group Member of such Net Cash Proceeds, the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.13(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to one or more Reinvestment Notices and pending reinvestment at any given time shall not exceed $40,000,000 and (ii) on each Reinvestment Prepayment Date the Term Loans shall be prepaid, and/or the Revolving Credit Loans shall be repaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event, as set forth in Section 2.13(d). Notwithstanding the foregoing, Net Cash Proceeds received from dispositions permitted by Section 7.5(e) shall be applied on the date of receipt to repay outstanding Revolving Loans. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (c) If for any fiscal year of the US Borrower commencing with the fiscal year ending December 31, 2009 there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loans shall be prepaid and/or the Revolving Credit Loans shall be repaid, by an amount equal to 50% of such Excess Cash Flow, as set forth in Section 2.13(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements of the US Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Except as otherwise provided in clause (b) above with respect to Net Cash Proceeds received from dispositions permitted by Section 7.5(e), amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.13 shall be applied, first, to the prepayment of the Term Loans and, second, to the repayment of the Revolving Credit Loans, as provided in Section 2.19. Any repayment of Revolving Credit Loans pursuant to this Section 2.13 shall not result in a reduction of the Revolving Credit Commitments. (e) If at any time the Dollar Equivalent of the total aggregate amount of the Revolving US/CA Extensions of Credit exceeds the Total Revolving Credit US/CA Commitments, the Borrowers shall repay Revolving Credit US/CA Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit US/CA Loans and Swing Line Loans is less than such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent. If at any time the total aggregate amount of the Revolving CA Extensions of Credit exceeds the Total Revolving Credit CA Commitments, the Canadian Borrower shall repay Revolving Credit CA Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit CA Loans and Swing Line Loans to the Canadian Borrower is less than such excess (because L/C Obligations of the Canadian Borrower constitute a portion thereof), the Canadian Borrower shall, to the extent of the balance of such excess, replace its outstanding Letters or Credit and/or deposit an amount in a cash collateral account established with the Canadian Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Canadian Agent. (f) If at any time the Dollar Equivalent of the aggregate amount of the Total Extensions of Credit exceeds the Total Revolving Credit Commitment, the Borrowers shall repay Revolving Credit Loans and/or Swing Line Loans to such extent; provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans is less than such excess (because L/C Obligations constitute a portion thereof), the Borrowers shall to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions satisfactory to the Administrative Agent.

  • Prepayments After Default Following an Event of Default, if Borrower or anyone on Borrower's behalf makes a tender of payment of all or any portion of the Debt at any time prior to a foreclosure sale (including a sale under the power of sale under the Mortgage), or during any redemption period after foreclosure, (i) the tender of payment shall constitute an evasion of Borrower's obligation to pay any Prepayment Consideration due under this Agreement and such payment shall, therefore, to the maximum extent permitted by law, include a premium equal to the Prepayment Consideration that would have been payable on the date of such tender had the Loan not been so accelerated, or (ii) if at the time of such tender a prepayment of the principal amount of the Loan would have been prohibited under this Agreement had the principal amount of the Loan not been so accelerated, the tender of payment shall constitute an evasion of such prepayment prohibition and shall, therefore, to the maximum extent permitted by law, include an amount equal to the greater of (i) 1% of the then principal amount of the Loan (or the relevant portion thereof being prepaid) and (ii) an amount equal to the excess of (A) the sum of the present values of a series of payments payable at the times and in the amounts equal to the payments of principal and interest (including, but not limited to the principal and interest payable on the Maturity Date) which would have been scheduled to be payable after the date of such tender under this Agreement had the Loan (or the relevant portion thereof) not been accelerated, with each such payment discounted to its present value at the date of such tender at the rate which when compounded monthly is equivalent to the Prepayment Rate, over (B) the then principal amount of the Loan.

  • Payments and Prepayments 1.1 Payments and prepayments of principal and interest on this Note shall be made to Payee at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. 10604. 1.2 Payments and prepayments of principal and interest on this Note shall be made in lawful money of the United States of America. 1.3 If any payment on this Note becomes due and payable on a Saturday, Sunday or other day an which commercial banks in New York City are authorized or required by law to close, the maturity thereof shall be extended to the next succeeding business day, and, with respect to payments of principal, interest thereon shall be payable during such extension at the then applicable rate. 1.4 The Company shall be obligated to prepay the outstanding principal amount of this Note within ten (10) days after such time as (i) the Company receives net proceeds of at least $1,000,000 from an equity financing, or (ii) the Company sells substantially all its assets. The Company shall have the right at any time and from time to time to prepay this Note in whole or in part, together with interest on the amount prepaid to the date of prepayment, without penalty or premium. Upon payment of part of the principal amount of this Note, the Company may require the holder to present this Note for notation of such payment and, if this Note is paid in full, require the holder to surrender this Note. 1.5 Upon payrnent in full of all outstanding principal and interest due under this Note, the Company's obligations in respect of payment of this Note shall terminate and the holder shall return it to the Company.