Issuance of Equity Securities. No later than three Business Days following the date of receipt by Borrower or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.
Issuance of Equity Securities. Not later than the second Business Day following the date of receipt by the Company or any of its Subsidiaries of any cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, the Company or any of its Subsidiaries to any Person other than the Company or any of its Subsidiaries, the Company shall send a notice of redemption in accordance with Section 5.3 below and redeem the Notes in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
Issuance of Equity Securities. On the date of receipt by the Borrower of any cash proceeds from the issuance of any Equity Interests of the Borrower or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan), the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal and accounting fees and expenses.
Issuance of Equity Securities. On the third Business Day following receipt by any Parent Company of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, any Parent Company (other than from Sponsor, Holdings or any other Credit Party, or pursuant to any employee stock or stock option compensation plan), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio) shall be 3.50:1.00 or less, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds.
Issuance of Equity Securities. On the date of receipt by Holdings or any of its Subsidiaries after the Effective Date of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan), to the extent such proceeds are not used to pay Permitted Acquisition Expenses or, solely in the case of proceeds from Additional Sponsor Equity, Consolidated Capital Expenditures, Company shall prepay Loans and/or reduce Commitments as set forth in Section 2.16(b) in an aggregate amount equal to 75% of such remaining proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable fees and expenses of professional advisors; provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be 4.25:1.00 or less, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such net proceeds.
Issuance of Equity Securities. On the date of receipt by Holdings of any cash, Cash Equivalents or other proceeds from any capital contributions to, or issuances or other sales of or transactions with respect to any Equity Interests of Holdings or any of its Subsidiaries resulting in gross proceeds in excess of Seventy-Five Million Dollars ($75,000,000) in the aggregate in any six (6) month period after (but not including) the First Restatement Effective Date other than Equity Interests issued (i) pursuant to any employee stock or stock option compensation plan, or (ii) for purposes approved in writing by Administrative Agent, Borrower shall prepay the Loans and/or the applicable Term Loan Commitments shall be permanently reduced as set forth in Section 2.01(d) in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing, no prepayment shall be required as a result of (x) the Equity Contribution (as described in the Merger Consent) upon the consummation of the De-SPAC Transaction, or (y) the issuance of Qualified Equity Interests of Holdings in accordance with the terms of the Note Purchase Agreement and the Convertible Notes and the Warrants (in each case as in effect on the date hereof or as amended from time to time to the extent permitted by the Pari Passu Intercreditor Agreement) and the Pari Passu Intercreditor Agreement to purchase, redeem, convert or otherwise exchange the Convertible Notes solely for Qualified Equity Interests of Holdings.
Issuance of Equity Securities. Hereafter issue, sell, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award any Equity Security or option to acquire any Equity Security except to management, directors and employees of, and consultants to, the Company in compliance with Section 2.2 or Section 8.14 hereof. Without limiting the foregoing, if the Company intends to sell any Equity Security to any other person, the Company shall give notice thereof and provide a copy of the documents pertaining to the sale and defining the rights and privileges of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that the terms attendant to the sale of such Equity Security or the rights and privileges of such Equity Security are preferable to the rights held by the Purchaser ("Preferred Securities"), such Purchaser may elect to exchange the securities purchased hereunder for Preferred Securities, with all rights, privileges and terms of sale attendant thereto, by providing the Company with notice of such election within 30 days of its receipt of notice from the Company. Upon such notification, the Company shall enter into all necessary agreements with such Purchaser to exchange the securities purchased hereunder for such amount of Preferred Securities as would have a sale price equivalent to the greater of (i) the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time of such exchange. The "Fair Market Value" at any date of the securities purchased hereunder shall equal the sum of (i) the Current Market Price (as defined in the Certificate) of one share of Common stock multiplied by the sum of (w) the number of shares of Common Stock into which the Shares held by the Purchaser are then convertible and (x) the number of shares of Common Stock for which the Warrant held by the Purchaser would be exercisable in a cashless exercise and (ii) the greater of (y) the principal and accrued interest owing on any Exchange Note held by the Purchaser or (z) the Current Market Price multiplied by the number of shares of Common Stock into which such Exchange Note is then convertible.
Issuance of Equity Securities. The Borrower will not, and will not permit any of its Subsidiaries to, issue any equity securities, including, without limitation, any issuance of warrants, options or subscription rights, unless (i) the Borrower receives solely cash proceeds from each such issuance, (ii) the Net Proceeds from such issuance are applied in accordance with Section 5.4.4 hereof and (iii) no Default or Event of Default has occurred and is continuing at the time any such issuance is consummated and none would exist after giving effect thereto.
Issuance of Equity Securities. No later than the third Business Day following the date of receipt by Parent or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Parent or any of its Subsidiaries (other than pursuant to any employee stock or stock option compensation plan and other than any Capital Stock issued by a Subsidiary of Company to Company or any of its Subsidiaries of which such issuer is a Subsidiary), to the extent such proceeds are not used to pay Permitted Acquisition Expenses or, solely in the case of proceeds from Additional Sponsor Equity, to substantially concurrently pay Consolidated Capital Expenditures, Company shall apply an amount equal to 50% of such proceeds (net of underwriting or placement discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) in accordance with Section 2.12(b); provided, during any period in which the Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio) shall be less than 3.00:1.00, Company shall only be required to apply an amount equal to 25% of such net proceeds.
Issuance of Equity Securities. On the fifth Business Day following date of receipt by Company of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Company or any of its Subsidiaries (other than (i) the Rights Offering and any equity contribution or investment made by Holding in Company with the proceeds thereof, (ii) the Put-Related Equity Offering and any equity contribution or investment made by Holding in Company with the proceeds thereof, (iii) an equity contribution from Holding to Company to occur within 120 days of the Closing Date in an aggregate amount not to exceed $25,000,000, the proceeds of which are on-lent pursuant to Section 6.1(e) or invested pursuant Section 6.7(n)(iii) to pay MSW Put-Related Costs, (iv) proceeds received by a Subsidiary of Company from Company or another Subsidiary of Company, (v) pursuant to any employee and/or director stock or stock option compensation plan and (vi) cash equity contributions from Holding to Company, the proceeds of which are used by Company or its Subsidiaries to fund Permitted Acquisitions (such contribution being an “Acquisition Holding Contribution”)), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses provided, that if any such commissions, costs or expenses have not been incurred or invoiced at such time, Company may deduct its good faith estimate thereof to extent subsequently paid; provided, further, that the amount of such proceeds required to be prepaid shall be reduced in an amount equal to the amount of proceeds Subsidiaries of Company are legally bound, or required, pursuant to the ARC Indenture, the ARC Refinancing Indenture, any New ARC Indenture, the MSW Indentures, MSW Refinancing Indenture, MSW Refinancing Notes, any New MSW Indenture or any refinancings thereof to use for prepayments thereunder.
