Equity Cure Rights Sample Clauses

Equity Cure Rights. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the requirements of the covenants contained in this Section 7.13, the US Borrower shall have the right to make, or cause to be made, an Equity Issuance (other than an Equity Issuance consisting of Disqualified Stock) (the “Cure Right”), and upon the receipt by the US Borrower of the Net Proceeds of such Equity Issuance (the “Cure Amount”) pursuant to the exercise by the US Borrower of such Cure Right such covenant shall be recalculated giving effect to the following pro forma adjustments: (i) Consolidated EBITDA shall be increased, in accordance with the definition thereof, solely for the purpose of measuring the relevant covenants set forth in this Section 7.13 and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; (ii) if, after giving effect to the foregoing recalculation, the Borrowers shall then be in compliance with the requirements of all of the covenants contained in this Section 7.13, the Borrowers shall be deemed to have satisfied the requirements of the covenants contained in this Section 7.13 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the covenants contained in this Section 7.13 which had occurred shall be deemed cured for all purposes of this Agreement and the other Loan Documents; and (iii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Total Leverage Ratio for the period with respect to which such Compliance Certificate applies; provided, that (v) the US Borrower shall only be permitted to exercise the Cure Right a maximum of four times during the term of this Agreement, (w) the Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter shall be used when calculating Consolidated EBITDA for any fiscal period including such fiscal quarter, (x) the US Borrower shall only be permitted to exercise the Cure Right if, commencing with the first Four-Quarter Period ending after the Closing Date, in each Four-Quarter Period, there shall be a period of at least two consecutive fiscal quarters in respect of which no Cure Right is exercised, (y) the US Borrower shall have received the Cure Amount within ten (10) days following the delivery o...
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Equity Cure Rights. For purposes of determining compliance with the financial covenants, any proceeds from equity issuances or cash equity contributions (which equity will be in the form of common equity or other “qualified” equity having terms reasonably acceptable to the Administrative Agent) made to the Borrower after the end of a fiscal quarter and on or prior to the day that is 10 Business Days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the financial covenants at the end of such fiscal quarter and each applicable subsequent period that includes such quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period there will be no more than 2 fiscal quarters in which a Specified Equity Contribution is made, (b) no more than 2 Specified Equity Contributions may be made prior to the Revolving Credit Facility Termination Date, (c) the amount of any Specified Equity Contribution in any period will be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants for such period, (d) each Specified Equity Contribution shall increase EBITDA solely for the purposes of computing quarter-end compliance with the financial covenants and shall not be included for the purpose of determining the availability or amount of any covenant baskets or carve- outs, pricing or for any other purpose, (e) such Specified Equity Contribution shall not result in any reduction of indebtedness in the calculation of the financial covenants in the fiscal quarter in which the Specified Equity Contribution is made, (f) no Specified Equity Contribution held by the Borrower or any of its Subsidiaries shall qualify as “unrestricted cash or Cash Equivalents of the Borrower Parties” for the purpose of calculating minimum required Liquidity.
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Equity Cure Rights. In the event Borrowers fail to comply with the Consolidated Senior Leverage Ratio covenants set forth in Section 6.13 (a “Leverage Covenant Default”), Borrowers shall have the right to cure such Leverage Covenant Default on the following terms and conditions (the “Equity Cure Right”): (a) Administrative Loan Party shall deliver to Administrative Agent irrevocable written notice of its intent to cure a Leverage Covenant Default (a “Cure Notice”) no later than five (5) Business Days after the date on which financial statements and a Compliance Certificate for the period ending on the last day of the Fiscal Quarter with respect to which such Leverage Covenant Default occurred (the “Testing Date”) are required to be delivered. The Cure Notice shall set forth the calculation of the applicable “Leverage Covenant Cure Amount” (as hereinafter defined). (b) Borrowers shall cause Parent, no later than ten (10) Business Days after the date on which financial statements and a Compliance Certificate for the period ending on the Testing Date are required to be delivered (the “Required Contribution Date”), to make cash capital contributions to Danimer Holdings (any such cash equity contribution, a “Specified Equity Contribution”) in an amount equal to the product obtained by multiplying (i) the amount by which the aggregate Consolidated Senior Debt outstanding on the Testing Date exceeds the maximum amount of Consolidated Senior Debt that would need to be then outstanding, in order for the Borrowers to be in pro forma compliance with the Consolidated Senior Leverage Ratio covenant contained in Section 6.13 as of such Testing Date (such amount, the “Leverage Covenant Cure Amount”), by (ii) 110%. (c) Notwithstanding anything herein to the contrary, the Equity Cure Right (i) shall not be exercisable if an Event of Default (other than the related Leverage Covenant Default) shall have occurred and be continuing as of the date of the Leverage Covenant Default, (ii) shall not be exercised more than two (2) times during the term of this Agreement, and (iii) shall not be exercisable unless after giving effect to the Specified Equity Contribution and the payment thereof to Administrative Agent pursuant to Section 2.03(c)(vi), Borrowers have Qualified Cash in an amount of not less than $11,000,000. Further, any single Leverage Covenant Cure Amount may not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) and the aggregate sum of the Leverage Covenant Cure Amounts paid i...
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Equity Cure Rights. In the event the Borrower fails to comply with the requirements of the Financial Covenants, Parent will have the right to issue common equity securities for cash or otherwise receive cash contributions to the capital of Parent (in each case, on terms reasonably satisfactory to the Administrative Agent) (any such equity issuance or contribution, a “Specified Equity Contribution”), and contribute any such cash to the capital of the Borrower, and apply the amount of the proceeds thereof to increase on a dollar-for-dollar basis EBITDA (to be defined in a manner to be mutually agreed) solely for purposes of determining compliance with Financial Covenants (including, for the avoidance of doubt, determining if Maximum Capital Expenditures is applicable) with respect to the then ended fiscal quarter and any subsequent period that includes such fiscal quarter (the “Cure Right”); provided that (i) the Cure Right will not be exercised more than five (5) times during the term of the RBL Exit Facility, and (ii) the Cure Right many not be exercised more than two (2) times in any four (4) consecutive fiscal quarters. Any amounts used to exercise a Cure Right will be disregarded in calculating EBITDA for all other purposes, including calculation of basket levels and other items governed by reference to EBITDA and will not result in any pro forma indebtedness reduction (other than the indebtedness under the RBL Exit Facility that is actually prepaid with such Cure Amount) or an increase in cash. Events of Default: Subject to the Documentation Principles, substantially similar to the events of default in the Existing Credit Agreement, except as mutually agreed with the Administrative Agent and as otherwise set forth in this Term Sheet, each subject to limitations and modifications as are customary for transactions of this type as mutually agreed (which will be applicable to the Loan Parties).
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Equity Cure Rights. Notwithstanding anything to the contrary contained in Section 9.17(a) above, in the event that Borrower, after the occurrence and during the continuance of such Financial Covenant Trigger Event, fails to comply with Section 9.17(a) for any applicable period set forth therein (each such period, a “Testing Period”), so long as (i) not later than the earlier to occur of (A) five (5) Business Days after Agent has received the Compliance Certificate for the applicable Testing Period (the “Non-compliant Testing Period”) or (B) the fifth (5th) Business Day of the second (2nd) month immediately following such Non-compliant Testing Period, Sponsor (or such other Person(s) designated in writing by Sponsor and satisfactory to Agent as determined in good faith and in exercise of reasonable business judgment) shall have delivered to Agent a notice of its unconditional commitment to (1) provide additional cash contributions to Borrower as equity capital, or (2) pledge to Agent, for itself and on behalf of the Secured Parties, as collateral security for the Obligations (in each case, the “Cure Right”), the amount of not less than $5,000,000 (the “Cure Amount”), and (ii) not later than the earlier to occur of (A) ten (10) Business Days after Agent has received the Compliance Certificate for the Non-compliant Testing Period or (B) the tenth (10th) Business Day of the second (2nd) month immediately following such Non-compliant Testing Period (the “Cure Standstill Period”), Sponsor (or such other Person(s) designated in writing and satisfactory to Agent as determined in good faith and in exercise of reasonable business judgment) shall have (1) delivered to Agent evidence, reasonably satisfactory to Agent, that it has in fact funded additional cash contributions to Borrower as equity capital in an aggregate amount of not less than the Cure Amount, or (2) delivered to Agent the Cure Amount in cash or other immediately available funds, which Cure Amount shall be held by Agent in such account designated by Agent, together with such documentation satisfactory to Agent supporting the grant to Agent of a second priority security interest (subject, as to priority, only to the security interest of the First Lien Agent under the First Lien Financing Documents) in, and lien upon, the Cure Amount (including, without limitation, a limited recourse guarantee, cash collateral pledge agreement and such other documents satisfactory to Agent), then the financial covenant contained in Section ...
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Equity Cure Rights. Borrower to have the right to cure financial default with contribution of equity at its election. Governing law: New York.
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Equity Cure Rights. (i) In the event that the Borrowers fail to comply with the covenants contained in Sections 8.1(a), 8.1(b) or 8.1(c) (the “Specified Financial Covenants”), then until the fifteenth (15th) Business Day after delivery of the Compliance Certificate pursuant to Section 7.2(a), the Borrowers’ Agent shall have the right to issue Capital Stock in exchange for cash or otherwise receive cash capital contributions in an aggregate amount equal to the amount that, if added to Consolidated EBITDA for the applicable period, would have been sufficient to cause compliance with the Specified Financial Covenants for the applicable period (an “Equity Cure”); provided that the Borrowers’ Agent shall not be permitted contribute, in the aggregate, more than $5,000,000 to Consolidated EBITDA as an Equity Cure over the life of this Agreement; provided further that the Borrowers’ Agent shall not be permitted to (x) exercise an Equity Cure in any two (2) consecutive fiscal quarters, or (y) exercise an Equity Cure more than three (3) times, in the case of each of clause (x) and (y), from the Restatement Effective Date until the termination of this Agreement. (ii) The Borrowers’ Agent shall give the Administrative Agent written notice (the “Cure Notice”) of an Equity Cure on or before the day the Equity Cure is consummated. (iii) Upon the delivery by the Borrowers’ Agent of a Cure Notice, no Default or Event of Default shall be deemed to exist under the Specified Financial Covenants (and any such Default or Event of Default shall be retroactively considered not to have existed or occurred). If the Equity Cure is not consummated within fifteen (15) Business Days after delivery of the Compliance Certificate pursuant to Section 7.2(a), each such Default or Event of Default shall be deemed reinstated. (iv) The cash amount received by the Loan Parties pursuant to exercise of the right to make an Equity Cure shall be added to Consolidated EBITDA for the last fiscal quarter of the Reference Period for the applicable determination of Consolidated EBITDA solely for purposes of recalculating compliance with the Specified Financial Covenants for such Reference Period and for the purpose of calculating the Specified Financial Covenant as of the end of the next three fiscal quarters. The Equity Cure shall not be taken into account for purposes of calculating the Specified Financial Covenants in order to determine pro forma compliance with the Specified Financial Covenants for purposes of the incu...
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Equity Cure Rights. In the event Borrower fails to comply with either of the financial covenants set forth in Sections 7.14.3 as of the last day of any Fiscal Quarter, any cash equity contribution to Borrower on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the irrevocable election of Borrower, be included in the calculation of EBITDA for the purposes of determining compliance with such covenants at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided, that (a) notice of a Specified Equity Contribution shall be delivered no later than five (5) Business Days after the day on which financial statements are required to be delivered for the applicable Fiscal Quarter (a “Cure Notice”), (b) in each four (4) consecutive Fiscal Quarter period there will be at least two (2) Fiscal Quarters in which no Specified Equity Contribution is made, and (c) in no event shall there be a Specified Equity Contribution in more than two (2) consecutive Fiscal Quarters. If, after giving effect to the foregoing pro forma adjustment, Borrower is in compliance with the financial covenants set forth in Sections 7.14.3, Borrower shall be deemed to have satisfied the requirements of such Sections as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Sections 7.14.3 that had occurred shall be deemed cured for purposes of this Agreement.
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Equity Cure Rights. (a) Prior to the occurrence of a Senior Acceleration Event, nothing in any Debt Document shall prevent or restrict any Second Lien Lender from making an Equity Cure Contribution to the Borrower in accordance with clause 23.2 (Financial Covenants) of the Initial Senior Facility Agreement, or any Refinancing Equivalent, and each of the Parties agrees that the Borrower will accept and ensure that any such Equity Cure Contribution (or equivalent payment) is applied towards curing or otherwise remedying any actual or potential breach of any financial covenant contained in the Initial Senior Facility Agreement or any other Senior Facility Agreement. (b) The Borrower agrees that it shall take all steps necessary to facilitate a Second Lien Lender making an Equity Cure Contribution (as defined in the Initial Senior Facility Agreement) or any Refinancing Equivalent.
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Related to Equity Cure Rights

  • 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 there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured for the purposes of this Agreement; provided that (i) in each period of four consecutive fiscal quarters there shall be at least two fiscal quarters in which no Cure Right is made, (ii) there shall be a maximum of five Cure Rights made during the term of this Agreement, (iii) each Cure Amount shall be no greater than the amount expected to be required to cause the Borrower to be in compliance with the financial covenant set forth in Section 10.7 for the relevant fiscal quarter; and (iv) all Cure Amounts shall be disregarded for the purposes of any financial ratio determination, basket determination or other determination under the Credit Documents other than for determining compliance with Section 10.7.

  • Cure Rights In the event any monetary default beyond applicable notice and grace periods or non-monetary default beyond applicable notice and grace periods shall exist with respect to the Mortgage Loan, then, upon notice from the Lead Securitization Note Holder (or the Servicer on its behalf) (a “Cure Option Notice”) of the occurrence of such default beyond applicable notice and grace periods (which notice the Lead Securitization Note Holder (or the Servicer on its behalf) shall promptly give to the Note B Holder upon receipt of knowledge thereof), each Note B Holder shall have the right, exercisable by each Note B Holder giving written notice of its intent to cure a default within five (5) Business Days after receipt of the Cure Option Notice, to cure such default (and if each of the Note B-1 Holder, the Note B-2 Holder and the Note B-3 Holder, or any combination thereof, provide such notice, then such Note B Holders collectively, on a pro rata basis shall have the right to cure such default); provided, in the event a Note B Holder has elected to cure any default, the default must be cured by such Note B Holder within, in the case of a monetary default, ten (10) Business Days after receipt of such Cure Option Notice and, in the case of a non-monetary default, thirty (30) days after receipt of such Cure Option Notice. If a Note B Holder is attempting to cure a non-monetary default, the foregoing cure period of thirty (30) days may be extended for an additional sixty (60) days (for a total of up to ninety (90) days), but only for so long as (i) such Note B Holder is diligently and expeditiously proceeding to cure such non-monetary default, (ii) such Note B Holder makes all Cure Payments that it is permitted to make in accordance with this Section, (iii) such non-monetary default is not the result of a bankruptcy of the Mortgage Loan Borrower or other insolvency related event, and no bankruptcy commences or other insolvency related event occurs during the period that such Note B Holder is otherwise permitted to cure a non-monetary default in accordance with this Section and (iv) there is no material adverse effect on the Mortgage Loan Borrower, the Mortgaged Property or the value of the Mortgage Loan as a result of such non-monetary default or the attempted cure thereof. If a Note B Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Note B Holder shall make such Cure Payment as directed by the Lead Securitization Note Holder (or the Servicer on its behalf) and each such Cure Payment shall include all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements imposed on, incurred by or asserted against each Note A Holder (including, without limitation, all unreimbursed Advances (without regard to whether such Advance would be a Nonrecoverable Advance) and any interest charged thereon at the Advance Rate, and any unpaid Special Servicing Fees with respect to the Mortgage Loan, but excluding any default interest and Penalty Charges) related to the default and incurred during the period of time from the expiration of the grace period for such default under the Mortgage Loan until such Cure Payment is made or such other cure is otherwise effected.

  • Cure Right In the event that Holdings fails to comply with the requirements of the financial covenant set forth in Section 7.03(a) or 7.03(b), during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings shall have the right to (a) issue Permitted Cure Equity for cash or otherwise receive cash contributions to the capital of Holdings or (b) incur Additional Second Lien Indebtedness, and to have all of such cash contributions and Additional Second Lien Indebtedness deemed, for purposes of said Sections, to be both Revenue and EBITDA for such fiscal quarter (and for the avoidance of doubt, only for such fiscal quarter), including for purposes of calculating compliance with such Sections as of the last day of any subsequent fiscal quarter (the “Cure Right”); provided that (i) such proceeds are actually received by Holdings during the period from the date that is 60 days prior to and until the expiration of the 10th Business Days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) the Cure Right shall not be exercised more than five (5) times during the term of the Loans, (iii) the Cure Right shall not be exercised in consecutive fiscal quarters, (iv) such proceeds shall be applied to prepay the Loans in accordance with Section 2.06(c)(v) and (v) each such Permitted Cure Equity or Additional Second Lien Indebtedness shall be designated at the time of issuance or incurrence for application under the “Cure Right” pursuant to this Section 9.02. If, after giving effect to the treatment of such cash contributions or Additional Second Lien Indebtedness as Revenue and EBITDA, Holdings is in compliance with the financial covenant set forth in Sections 7.03(a) and 7.03(b), Holdings shall be deemed to have satisfied the requirements of each such Section as of the relevant date of determination with the same effect as though there had been no failure to comply on such date, and the applicable breach or default of such Section 7.03(a) and/or Section 7.03(b) that had occurred shall be deemed cured for purposes of this Agreement. The parties hereby acknowledge that this Section may not be relied on for purposes of calculating any financial ratios other than as applicable to Sections 7.03(a) and 7.03(b).

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Equity Issuance Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Debt Issuance Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Group Member (or concurrently with the receipt of Net Cash Proceeds of any Debt Issuance by any Group Member in connection with a refinancing facility under Section 2.22), the Borrower shall make prepayments in accordance with Section 2.10(i) and (j) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

  • Equity Issuances In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to fifty percent (50%) of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount).

  • Debt Issuances Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall be consummated.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

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