Common use of Equity Clause in Contracts

Equity. Promptly, and in no event later than three Business Days of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Business Days of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, (F) the issuance of Equity interests of Administrative Borrower solely to repay all or a portion of the Xxxxxxx Capital Facility, and (FG) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlySubject to the terms of the Intercreditor Agreement, and in no event later than three within one Business Days Day of the date of the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – through (FD) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(vi) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlyAt any time a Cash Dominion Period exists, and in no event later than three within ten (10) Business Days of the date of receipt of Net Cash Proceeds from the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower Parent to any Person that is an equity holder of Administrative Borrower Parent prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower Parent so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower Parent to directors, officers and employees of Administrative Borrower Parent and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (DE) the issuance of Equity Interests of Administrative Borrower Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), to the extent such Net Cash Proceeds are not required to be, or are not, paid to the 2023 Notes Trustee under the terms of the 2023 Notes Documents (as in effect on the date hereof) or to the 2028 Notes Trustee under the terms of the 2028 Notes Documents (as in effect on the date hereof), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlyIf a Cash Dominion Event exists or has occurred and is continuing, and in no event later than three then within one Business Days Day of the date of the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, and (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an amounts up to the lesser of (x) amount required so that after giving effect to such payments the Excess Availability is equal to or greater than the applicable amount specified in clause (a) of the definition of Cash Dominion Event (without regard to the reference to three Business Days in such clause (a)) or (y) 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Within one Business Days Day of the date of the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, and (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – through (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(vi) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Business Days of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) [intentionally omitted], (G) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Within 1 Business Days Day of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “"Subject Holder”") so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition[reserved], (E) the issuance of Equity Interests of Administrative Borrower in connection with pursuant to the raising of Curative EquitySpecified Equity Issuance, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 10050% of the Net Cash Proceeds received by such Person in connection with such issuance; provided that on or after the date that Borrower has delivered a Compliance Certificate pursuant to Section 5.1 for the fiscal quarter ending December 31, 2020, (1) if the most recent financial statements delivered pursuant to Section 5.1 prior to an issuance of Equity Interests demonstrate that the Senior Leverage Ratio of the Loan Parties and their Subsidiaries as of the end of the applicable Reference Period was less than 2.00 to 1.00 and equal to or greater than 1.00 to 1.00, such percentage shall be 25% of the Net Cash Proceeds received by such Person in connection with such issuance and (2) if the most recent financial statements delivered pursuant to Section 5.1 prior to an issuance of Equity Interests demonstrate that the Senior Leverage Ratio of the Loan Parties and their Subsidiaries as of the end of the applicable Reference Period was less than 1.00 to 1.00, then no prepayment shall be required. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Within 1 Business Days Day of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with pursuant to the raising of Curative EquitySpecified Equity Issuance, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 10050% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Within one Business Days Day of receipt of the date Net Cash Proceeds received as a result of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to (i) any Person that is an equity holder of Administrative Borrower prior to such issuance or (ii) a Person who is the holder of Exchangeable Shares of API Nanotronics Sub, Inc. in exchange for such Exchangeable Shares (each of (i) and (ii), a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers officers, consultants and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof including (i) the prepayment of any outstanding Indebtedness and (ii) any fees, costs and expenses incurred in connection with such Permitted Acquisition and any related financing thereof) in connection with a Permitted Acquisition, and (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above)member, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlySubject to Section 2.4(f)(ii), and in no event later than three within 3 Business Days of the date of the issuance (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with issuance) by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests Interest of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers officers, employees and employees consultants of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, Acquisition consummated prior to the Closing Date or Capital Expenditures, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, Rights Offering and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlyIf a Cash Dominion Event exists or has occurred and is continuing, and in no event later than three then within one Business Days Day of the date of the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, and (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance; provided, that, if Excess Availability is greater than 12.5% of the Line Cap and no Event of Default exists or has occurred and is continuing, then no prepayment shall be required. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than Within three Business Days of the date of the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option or incentive plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (DC) the issuance of Equity Interests of Administrative Borrower in order to finance Capital Expenditures or the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, Acquisition (E) the issuance of or if such Equity Interests of Administrative Borrower in connection with the raising of Curative Equityare issued as consideration for a Permitted Acquisition), and (FD) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FC) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 10075% (the “Equity Prepayment Percentage”) of the Net Cash Proceeds received by such Person in connection with such issuance; provided, that (I) upon the repayment in full in cash of all Obligations in respect of the Term Loan B, the Equity Prepayment Percentage shall be reduced to 50% and (II) if (x) all Obligations in respect of the Term Loan B have been paid in full and (y) the aggregate principal outstanding amount of the Term Loan A is less than or equal to 50% of the original aggregate principal amount of the Term Loan A made on the Closing Date, then the Equity Prepayment Percentage shall be reduced to 25%. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlyUntil the Term Loan has been repaid in full in cash, and in no event later than three within 1 Business Days Day of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such any Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative any Borrower or Subsidiary to any Person that is an equity holder of Administrative any Borrower or Subsidiary prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests Interest of Administrative any Borrower or Subsidiary so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests Interest of Administrative any Borrower or Subsidiary to directors, officers and employees of Administrative such Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests Interest of Administrative any Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a of any Permitted AcquisitionAcquisition or Capital Expenditure, and (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests Interest by a Subsidiary of a any Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – — (FD) above), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 10050% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Within 1 Business Days Day of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with pursuant to the raising of Curative EquitySpecified Equity Issuance, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – — (FE) above), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 10050% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. PromptlyDuring a Dominion Period, and in no event later than three within 1 Business Days Day of the date of the issuance by US Borrower of any shares of its or their Equity Interests (other than (A) the issuance of Equity Interests of US Borrower to directors, officers and employees of US Borrower pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and (B) the issuance of Equity Interests of US Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition), US Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. During a Dominion Period, within 1 Business Day of the date of the issuance by a Canadian Borrower or any of its Domestic Subsidiaries of any shares of its or their Equity Interests (other than (A) in the event that any a Canadian Borrower or any of its Subsidiaries Domestic Subsidiary forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such a Canadian Borrower or such Domestic Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Canadian Borrower to directors, officers and employees of Administrative such Borrower and its Domestic Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and (DC) the issuance of Equity Interests of Administrative a Canadian Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers such Canadian Borrower shall prepay the outstanding principal amount of the Canadian Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms and conditions of this Agreement.

Equity. PromptlyDuring a Dominion Period, and in no event later than three within 1 Business Days Day of the date of the issuance by any US Borrower or any of its Domestic Subsidiaries of any shares of its or their Equity Interests (other than (A) in the event that any US Borrower or any of its Domestic Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such US Borrower or such Domestic Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative US Borrower to directors, officers and employees of Administrative US Borrower and its Domestic Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and (DC) the issuance of Equity Interests of Administrative US Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers US Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. During a Dominion Period, within 1 Business Day of the date of the issuance by a Canadian Borrower or any of its Domestic Subsidiaries of any shares of its or their Equity Interests (other than (A) in the event that a Canadian Borrower or any Domestic Subsidiary forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to a Canadian Borrower or such Domestic Subsidiary, as applicable, (B) the issuance of Equity Interests of a Canadian Borrower to directors, officers and employees of such Borrower and its Domestic Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and (C) the issuance of Equity Interests of a Canadian Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition), such Canadian Borrower shall prepay the outstanding principal amount of the Canadian Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms and conditions of this Agreement.

Equity. Promptly, and in no event later than three Within one (1) Business Days Day of the date of the issuance date of receipt by any Borrower Loan Party or any of its Subsidiaries of Net Cash Proceeds from the issuance or sale by any Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) [reserved], (D) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative EquitySeries A Preferred Stock, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations Term Loans in accordance with Section 2.4(f)(i) 2.7 in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.8(b)(ii) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Within 3 Business Days of the date of the issuance (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with issuance) by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests Interest of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers officers, employees and employees consultants of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) Acquisition consummated prior to the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative EquityClosing Date or Capital Expenditures, and (FE) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f)(ii) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.

Equity. Promptly, and in no event later than three Business Days of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, (F) the issuance of Equity Interests in connection with the Equity Condition and (FG) the issuance of Equity Interests by a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.”

Equity. Promptly, and in no event later than three Within one Business Days Day of the date of the issuance date of receipt by any Borrower Loan Party or any of its Subsidiaries of Net Cash Proceeds from the issuance or sale by any Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) [reserved], (D) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative EquitySeries A Preferred Stock, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations Term Loans in accordance with Section 2.4(f)(i) 2.7 in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.8(b)(ii) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement. Notwithstanding the foregoing, to the extent that (but only for so long as) the Intercreditor Agreement prohibits the application of Net Cash Proceeds of issuances of Equity Interests towards payment of the Obligations prior to the Discharge of ABL Obligations, the amount of such Net Cash Proceeds shall not be required to be applied towards the Obligations as set forth above but shall instead be applied to prepay obligations under the ABL Facility in accordance with the ABL Credit Agreement and the Intercreditor Agreement.

Equity. PromptlyIf a Cash Dominion Event exists or has occurred and is continuing, and in no event later than three then within one Business Days Day of the date of the issuance by any Borrower Loan Party or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower Loan Party or any of its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower Loan Party or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with, or in contemplation of, the issuance of such Equity Interest Interests to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition, and (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by a Subsidiary of a Borrower Loan Party to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (FE) above), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an amounts up to the lesser of (x) amount required so that after giving effect to such payments the Excess Availability is equal to or greater than the applicable amount specified in clause (a) of the definition of Cash Dominion Event (without regard to the reference to 3 Business Days in such clause (a)) or (y) 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this Section 2.4(e)(iv2.4(e)(v) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement.