Equity Cure Securities Sample Clauses

Equity Cure Securities. In the event the Borrower Representative delivers a Cure Notice, there shall be purchased on or after the Testing Date the common equity interests (or such other equity interests on terms reasonably acceptable to the Term Agent) of (or cash capital contributions on or after the Testing Date to) MediaCo, the proceeds of which are then contributed to the capital of any Borrower (“Equity Cure Securities”) for cash consideration in an amount equal to (but not greater than) the amount needed to cure the applicable Financial Covenant Default (the “Financial Covenant Cure Amount”) no later than five (5) Business Days after the date on which financial statements and a Compliance Certificate as of and for the period ending on the applicable Testing Date are required to be delivered (the “Required Contribution Date”). Such Financial Covenant Cure Amount received by Borrower Representative shall be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 5.22 at the end of the Fiscal Quarter in which such Financial Covenant Default occurred and any subsequent period that includes such Fiscal Quarter but shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes. To the extent any of the Net Proceeds of any Equity Cure Securities shall be used by any Borrower to prepay Term Loans, the portion of the Term Loans that is so prepaid will not be taken into account for purposes of determining actual compliance with the financial covenant in Section 5.22 for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is made. Net Proceeds of any Equity Cure Securities shall not be taken into account for cash netting purposes for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is made.
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Equity Cure Securities. In the event the Companies deliver a Cure Notice, there shall be purchased common or preferred equity interests of (or cash equity capital contributions to) Holdings not constituting Disqualified Stock (“Equity Cure Securities”) for cash consideration in an amount specified by the Companies in the Cure Notice (the “Financial Covenant Cure Amount”) no later than ten (10) Business Days after the date on which financial statements and a Compliance Certificate as of and for the period ending on the applicable Testing Date are required to be delivered (the “Required Contribution Date”). The Financial Covenant Cure Amount shall be equal to the amount required to cause the Companies to be in compliance with the applicable Financial Covenant Default under this Agreement or the Senior Credit Agreement, as applicable (assuming that EBITDA as of the applicable Testing Date was increased by an amount equal to such Financial Covenant Cure Amount). Such Financial Covenant Cure Amount received by Holdings in cash, the contribution of such cash proceeds to any Company (whether as a contribution in respect of existing equity securities or purchase price in respect of new equity securities by a Company) and the receipt by Senior Debt Agent of a mandatory prepayment in like amount pursuant to Section 2.10.2(a)(ii) of the Senior Credit Agreement to the extent resulting out of the purchase of Equity Cure Securities under Section 8.3.2 of the Senior Credit Agreement (or, following the “Discharge of Senior Obligations” (as defined in the Intercreditor Agreement), by Agent of a mandatory prepayment in like amount pursuant to Section 2.3.2(a)(ii) hereof to the extent resulting out of the purchase of Equity Cure Securities under this Section 8.3.2) on or prior to the Required Contribution Date shall be deemed to have increased EBITDA as of the applicable Testing Date and any subsequent Computation Period that includes the Testing Date solely for the purposes of determining compliance with the financial covenants contained in Sections 7.14.1 and 7.14.4 of this Agreement and Sections 7.14.1 and 7.14.4 of the Senior Credit Agreement at the applicable Testing Date and any subsequent Computation Period that includes the Testing Date, but shall be disregarded for all other purposes hereunder. For purposes of determining compliance with the covenants contained in Sections 7.14.1 and 7.14.4 of this Agreement and Sections 7.14.1 and 7.14.4 of the Senior Credit Agreement, the principal amoun...
Sample 1
Equity Cure Securities. Upon receipt by Borrower of any Financial Covenant Cure in connection with a Specified Financial Covenant Default under Section 7.1(a) from the issuance of Equity Cure Securities in accordance with Section 7.2, Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.4(f) in an amount equal to such Financial Covenant Cure.
Sample 1

Related to Equity Cure Securities

  • Replacement of Securities upon Reorganization, etc In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

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