Equity Cure Sample Clauses

Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments: (a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and (c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though ther...

Equity Cure. At any time after delivery of the quarterly financial statements and Compliance Certificate to Agent in accordance with Section 4.1, in the event Credit Parties fail to comply with the financial covenant set forth in Section 6.3 as of the last day of any calendar quarter any cash equity contribution to Holdings funded with proceeds of Permitted Cure Securities (any such equity contribution so included in the calculation of EBITDA as provided below in this Section 6.5, a “Specified Equity Contribution”) after the last day of such calendar quarter and on or prior to the day that is ten (10) days after the day on which financial statements are required to be delivered with respect to that calendar quarter will, at the irrevocable election of Borrower Representative, be included in the calculation of EBITDA solely for the purposes of determining compliance with the covenant set forth in Section 6.3 at the end of such calendar quarter and any subsequent period that includes such calendar quarter (the “Cure Right”); provided that (a) notice of Holdings’ intent to accept a Specified Equity Contribution shall be delivered by Borrower Representative no later than the day on which financial statements are required to be delivered with respect to the applicable calendar quarter, (b) in each consecutive four (4) calendar quarter period there will be at least two (2) calendar quarters in which no Cure Right is exercised, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Credit Parties to be in compliance with such financial covenants, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of EBITDA for all other purposes, including calculating basket levels, pricing, determining compliance with incurrence based or pro forma calculations or conditions and any other items governed by reference to EBITDA and shall be deemed to not result in an increase in cash, (e) the Cure Right shall be exercised no more than five (5) times in the aggregate after the Closing Date, (f) the Cure Right shall not be exercised in any two (2) consecutive calendar quarters and (g) the proceeds received by Holdings from all Specified Equity Contributions shall be promptly used by Credit Parties to prepay Term Loans in accordance with Section 2.1(a)(ii)(B)(v). Upon Agent’s receipt of notice from Borrower Representative of its election to exercise the Cure Right pursuant to this Section 6.5 no later tha...

Equity Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, but subject to Sections 8.03(b), (c) and (d), solely for the purpose of determining whether an Event of Default has occurred under the Financial Covenants set forth in Section 6.10 as of the end of any fiscal quarter (such fiscal quarter, a “Cure Quarter”), any equity contribution (in the form of Qualified Capital Stock) made to the Borrower after the last day of such Cure Quarter and on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) with respect to such applicable fiscal quarter (the “Cure Expiration Date”), and such cash will, if so designated by Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure Contribution”, and the amount of such Equity Cure Contribution, the “Cure Amount”); provided that (i) such Equity Cure Contribution is not used to increase the Cumulative Amount, (ii) such Cure Amount does not exceed the amount necessary to cure any Event of Default under the Financial Covenants as at the end of such applicable fiscal quarter and (iii) the proceeds of such Equity Cure Contribution shall be applied in accordance with Section 2.10(d)(ii) to prepay the Loans. All Equity Cure Contributions shall be disregarded for all purposes of this Agreement other than inclusion in the calculation of Consolidated EBITDA for the purpose of determining compliance with the Financial Covenants set forth in Section 6.10 at the end of such fiscal quarter and the subsequent three fiscal quarters, including the determination of the Cumulative Amount and all components thereof and any baskets with respect to the covenants contained in Article VI. Any reduction in Indebtedness (including, for the avoidance of doubt, the prepayment of the Loans in accordance with Section 2.10(d)(ii)) with the proceeds of any Equity Cure Contribution shall be ignored for purposes of determining compliance with the Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, (A) upon receipt of the Cure Amount by Borrower in an amount necessary to cause Borrower to be in compliance with the Financial Covenants ...

Equity Cure. (a) If any of the requirements of the financial covenants in Clause 22.2 (Financial condition) are not complied with (or would but for this Clause 22.4 not be complied with) in respect of a Relevant Period (a “Breach Period”), but after the expiry of such Breach Period and on or prior to the date falling 20 Business Days after the date on which the Compliance Certificate relating to the relevant Quarterly Financial Statements and/or Annual Financial Statements (as applicable) for a period ending on the last day of that Relevant Period is due to be delivered to the Facility Agent under paragraph (a) of Clause 21.2 (Provision and contents of Compliance Certificate) (the “Cure Date”) a New Shareholder Injection is made available to the Company (the proceeds of such New Shareholder Injection so received by the Company in cash, after deducting all fees, costs, expenses and/or Taxes incurred therewith, being the “Cure Amount”) which cures the breach of such requirements under Clause 22.2 (Financial condition) for such Breach Period, then such requirements shall be deemed to have been satisfied as at the original date of determination of such financial covenants for such Breach Period as though there had been no failure to comply with such financial covenants for such Breach Period and any Default or Event of Default occasioned thereby shall be deemed to have been remedied for all purposes under the Finance Documents. (b) Paragraph (a) above will only apply in respect of a Breach Period if each of the following conditions is satisfied: (i) the Borrower delivers to the Facility Agent a certificate within 20 Business Days after the date on which the relevant Compliance Certificate referred to in paragraph (a) above was due to be delivered in respect of such Breach Period electing to apply the amount of such Cure Amount so received by the Company in accordance with paragraph (c) below for that Breach Period; (ii) such certificate certifies the aggregate amount of such Cure Amount so received by the Company, and is signed by (i) a director of the Borrower and (ii) the Chief Financial Officer or a director of the Company; (iii) such certificate shall be accompanied by a revised Compliance Certificate in respect of such Breach Period setting out calculations in reasonable detail indicating compliance with the financial covenants in Clause 22.2 (Financial condition) in respect of such Breach Period after taking into account the amount of such Cure Amount so received and...

Equity Cure. 21.3.1 In this Clause:

Equity Cure. (a) The Parent may prevent and/or cure breaches of the Financial Covenant (an “Equity Cure”) in respect of any applicable Testing Period (the “Applicable Period”) before the date which is 20 Business Days after the date on which the relevant Compliance Certificate was due with the proceeds of additional equity (including, for the avoidance of doubt, any rights issue or other secondary equity raised by the Parent) and/or Subordinated Debt (a “Cure Amount”). (b) The Cure Amount shall be deemed to have been received by the Group on the applicable Test Date by either: (i) adding such Cure Amount to Consolidated EBITDA (an “EBITDA Cure”) for the Applicable Period; or (ii) deducting such Cure Amount from the calculation of Consolidated Total Net Debt so that the amount of Consolidated Total Net Debt as at the Test Date shall be deemed to have been reduced by the amount of such Cure Amount, whereupon, in each case, the Financial Covenant shall be recalculated (and, for the avoidance of doubt, in neither case shall any such Cure Amount count as cash). (c) The Parent’s ability to prevent or cure breaches of the Financial Covenant as set out in paragraph (b) above is subject to the following restrictions: (i) no more than five Equity Cures may be taken into account after the Closing Date; (ii) EBITDA Cures may not be utilised on more than four occasions after the Closing Date; and (iii) Equity Cures may not be made in consecutive Financial Quarters, provided that: (A) there shall be no requirement to apply any Cure Amount in prepayment of Facility B; (B) an Equity Cure shall only be included as a Cure Amount for the purposes of testing the Financial Covenant and shall be disregarded for all other purposes under the Finance Documents (including, without limitation, that it shall not constitute a Non-Cashflow Source) and there shall be no adjustment to Consolidated EBITDA or Consolidated Total Net Debt other than for the purposes of and in accordance with the provisions of this Clause 23.4, but, for the avoidance of doubt, both the proceeds of such Equity Cure and Cash Equivalent Investments purchased with the proceeds thereof shall not be deducted from Borrowings for the purposes of calculating Consolidated Total Net Debt; and (C) there shall be no limit or restriction on the amount of any Cure Amount exceeding the minimum amount required to prevent or, as the case may be, cure any breach of the Financial Covenant.

Equity Cure. (a) If, as at the end of any Relevant Period, the Company is in breach of its obligations under one or more of paragraphs (a), (b) or (c) of Clause 22.2 (Financial condition), the Company shall be entitled to remedy that breach by applying the proceeds of New Shareholder Injections in or towards prepayment of the Utilisations in accordance with this Clause 22.4 and Clause 8.3 (Application of mandatory prepayments and cancellations). (b) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent of the financial statements and the Compliance Certificate in which such breach was evidenced. (c) The Company may not apply the proceeds of New Shareholder Injections pursuant to this Clause 22.4: (i) more than four times over the life of the Facilities; or (ii) in respect of two consecutive Relevant Periods. (d) The Company will apply all amounts of any New Shareholder Injections made for the purposes of this Clause 22.4 (Equity Cure) upon receipt in prepayment of the Utilisations as if that prepayment was a mandatory prepayment applied in accordance with Clause 8.3 (Application of mandatory prepayments and cancellations). (e) The amount of any New Shareholder Injections applied in prepayment of Utilisations pursuant to this Clause 22.4 in respect of a breach which occurred during or at the end of a Relevant Period shall: (i) for the purposes of paragraph (a) of Clause 22.2 (Financial condition), be deemed to have been received on the first day of the last Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow; (ii) for the purposes of paragraph (b) of Clause 22.2 (Financial condition), be deemed to have increased the Cashflow during that Relevant Period; and (iii) for the purposes of paragraph (c) of Clause 22.2 (Financial condition), be deemed to have reduced the Total Debt as at the end of that Relevant Period; and the financial covenants set out in paragraphs (a) to (c) (inclusive) of Clause 22.2 (Financial condition) shall be recalculated accordingly. (f) For the avoidance of doubt any New Shareholder Injections applied in accordance with this Clause 22.4 to remedy a breach of a financial covenant may be deemed to have been applied to adjust the calculation of Cashflow, Finance Charges and Total Debt as set out above for any Relevant Period which includes the last Financial Quarter of the Relevant Period in respect of which the breach occurred, but not in any other c...

Equity Cure. Solely for purposes of determining compliance with the financial covenants set forth in this Section 6.01, Eligible Equity Proceeds received after the Closing Date and on or prior to the earlier of the date on which the Guarantor’s Forms 10-K or 10-Q are filed or required to be filed in respect of the fiscal quarter most recently ended (the "Specified Fiscal Quarter") shall, at the request of Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Sections 6.01(a) and (b) above for the Specified Fiscal Quarter (and will remain in the calculation of Consolidated EBITDA for such Specified Fiscal Quarter when calculating compliance with Sections 6.01(a) and (b) for the subsequent three quarter ends which include such Specified Fiscal Quarter) (any such equity contribution so included in the calculation of Consolidated EBITDA, a "Specified Equity Contribution"); provided that (i) there shall not be more than two Specified Equity Contributions during the term of this Agreement and (ii) not more than one Specified Equity Contribution may be made in any four quarter period. For the avoidance of doubt, all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement.

Equity Cure. The Borrower may cure a breach of a financial covenant set out in Clause 19.1 (Financial undertakings) by effecting additional Equity Contributions in an amount at least sufficient to cure the breach, provided that: (a) such Equity Contributions must be applied to permanently prepay the Facility no later than 30 days after the day on which the Compliance Certificate is due to be delivered; (b) there shall be: (i) no more than two (2) cures over the term of the Facility; (ii) no more than one (1) cure in any 12 month period; and (iii) no cures for consecutive Compliance Dates; and (c) an updated Compliance Certificate is delivered as at the date that the equity cure payment is made showing compliance with the financial covenants set out in Clause 19.1 (Financial undertakings) following application of the cure.

Equity Cure. (a) If CVC determines in good faith, after consultation with the Board, that it is necessary that the Stockholders subscribe for additional Company Capital Stock in order to prevent or cure or enable the Company to prevent or cure a breach in respect of any of the Senior Credit Facilities (an “Equity Cure”), CVC may cause the Board to request (an “Equity Cure Request”) that each Stockholder subscribe for additional Company Capital Stock in respect of such Equity Cure. Such Equity Cure Request must (i) be made in writing to all of the Stockholders; (ii) provide for at least ten (10) Business Days’ advance notice before the amount requested is due and payable and (iii) apportion the amount of the Equity Cure Request among the Stockholders pro rata in proportion to their respective Pro Rata Portion. Within ten (10) Business Days after receipt of such Equity Cure Request (or such later date as may be specified in the particular request), each Stockholder that desires to subscribe for additional Capital Stock in response to such Equity Cure Request shall pay in cash to the Company an amount equal to such Stockholder’s Pro Rata Portion thereof and deliver to the Company contemporaneously therewith a duly signed counterpart of any such agreement as the Company may reasonably require to document such subscription. For the avoidance of doubt, no Stockholder shall be required to subscribe for additional Company Capital Stock in response to an Equity Cure Request. (b) If a Stockholder fails to subscribe for additional Company Capital Stock in response to an Equity Cure Request within the 10 Business Day period and in the manner otherwise specified in Section 5.08(a) (each such Stockholder, a “Non- Subscribing Stockholder”), the Company shall provide notice thereof to those of CVC, Parcom and Xxxxxxx Xxxxx that are not Non-Subscribing Stockholders, each of whom may elect to subscribe for all or a portion of the aggregate amount of the Equity Cure Request not subscribed by all Non-Subscribing Stockholders (the sum of all such amounts, the “Failed Subscription”; and each of CVC, Parcom and Xxxxxxx Sachs, if it elects to subscribe for any portion thereof, an “Additional Subscribing Stockholder”) in such proportions as they may agree or, failing agreement, pro rata in proportion to their respective Pro Rata Portions. Each such additional subscription shall be made by the Additional Subscribing Stockholder within ten (10) Business Days after notification of the Failed Subs...