Common use of Issuance of Equity Securities Clause in Contracts

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.

Issuance of Equity Securities. On Subject to Section 2.12(b) and after the fifth Business Day following Discharge of First Lien Obligations, on the date of receipt by Company Borrower of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock Equity Interests of, Company Borrower or any of its Subsidiaries (other than (iw) proceeds of Equity Interests of the Rights Offering Borrower (that are not Disqualified Equity Interests) issued to a Sponsor Affiliate that is not a Credit Party (provided no Default or Event of Default shall have occurred and any equity contribution or investment made by Holding in Company with the proceeds thereofbe then continuing), (iix) proceeds of the Put-Related issuance of Equity Offering and any equity contribution or investment made by Holding in Company with Interests issued pursuant to the proceeds thereofPlan, (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, (vy) pursuant to any employee and/or director stock or stock option compensation plan and plan, or (viz) cash equity contributions from Holding to Company, the proceeds of which the issuance of Equity Interests (that are used by Company or its Subsidiaries to fund Permitted Acquisitions (such contribution being an “Acquisition Holding Contribution”)not Disqualified Equity Interests), Company to finance the purchase of a Permitted Acquisition or Permitted Investment within 180 days of such issuance (provided no Default or Event of Default shall have occurred and be then continuing), Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b2.12(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 paidexpenses; provided, furtherduring any period in which the Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, that the amount of such proceeds Borrower shall only be required to be prepaid shall be reduced make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the amount of proceeds Subsidiaries of Company are legally boundprepayments and/or reductions otherwise required hereby; provided further, or required, pursuant that notwithstanding anything to the ARC Indenturecontrary in this Section 2.11(c), 100% of the ARC Refinancing Indentureproceeds of the Game Crazy IPO permitted by Section 6.7(j)(B), any New ARC Indenturenet of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, shall be applied to prepay the MSW Indentures, MSW Refinancing Indenture, MSW Refinancing Notes, any New MSW Indenture or any refinancings thereof to use for prepayments thereunderLoans as set forth in Section 2.12(a).

Issuance of Equity Securities. On Subject to Section 2.12(b) and after Discharge of the fifth Business Day following First Lien Obligations, on the date of receipt by Company Borrower of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock Equity Interests of, Company Borrower 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, (vx) pursuant to any employee and/or director stock or stock option compensation plan and plan, (viy) cash equity contributions from Holding up to Company, $75,000,000 in the aggregate of the proceeds of the issuance of Equity Interests (that are not Disqualified Equity Interests) of the Borrower which are used by Company to prepay, redeem, retire or its Subsidiaries to fund Permitted Acquisitions purchase the Senior Notes (such contribution being an “Acquisition Holding Contribution”)provided no Default or Event of Default shall have occurred and be then continuing), Company or (z) proceeds of the issuance of Equity Interests (that are not Disqualified 36 Equity Interests) to finance the purchase of a Permitted Acquisition or Permitted Investment within 180 days of such issuance (provided no Default or Event of Default shall have occurred and be then continuing)) Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b2.12(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 paidexpenses; provided, furtherduring any period in which the Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, that the amount of such proceeds Borrower shall only be required to be prepaid shall be reduced make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the amount prepayments and/or reductions otherwise required hereby. (For the avoidance of doubt, it is hereby agreed that proceeds Subsidiaries of Company Equity Interests (that are legally bound, or required, not Disqualified Equity Interests) not required to prepay Loans pursuant to this clause (c) may be used to prepay, redeem, retire or purchase Senior Notes in addition 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 thereunderexclusion described in clause (y) above.)

Issuance of Equity Securities. On the fifth Business Day following date of receipt by Company Borrower of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock Equity Interests of, Company Borrower 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, (vx) pursuant to any employee and/or director stock or stock option compensation plan and plan, (viy) cash equity contributions from Holding up to Company, $75,000,000 in the aggregate of the proceeds of the issuance of Equity Interests (that are not Disqualified Equity Interests) of the Borrower which are used by Company to prepay, redeem, retire or its Subsidiaries to fund Permitted Acquisitions purchase the Senior Notes (such contribution being an “Acquisition Holding Contribution”)provided no Default or Event of Default shall have occurred and be then continuing), Company or (z) proceeds of the issuance of Equity Interests (that are not Disqualified Equity Interests) to finance the purchase of a Permitted Acquisition or Permitted Investment within 180 days of such issuance (provided no Default or Event of Default shall have occurred and be then continuing)) Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b2.16(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 paidexpenses; provided, furtherduring any period in which the Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, that the amount of such proceeds Borrower shall only be required to be prepaid shall be reduced make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the amount prepayments and/or reductions otherwise required hereby. (For the avoidance of doubt, it is hereby agreed that proceeds Subsidiaries of Company Equity Interests (that are legally bound, or required, not Disqualified Equity Interests) not required to prepay Loans pursuant to this clause (c) may be used to prepay, redeem, retire or purchase Senior Notes in addition 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 thereunderexclusion described in clause (y) above.)

Issuance of Equity Securities. On the fifth Business Day following date of receipt by Holdings or Company of any Net Cash proceeds Proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings or Company or any of its Subsidiaries (other than (i) the Rights Offering and any equity contribution or investment made capital contributions by Holding in Company with the proceeds thereofHoldings to Company, (ii) the Put-Related Equity Offering and any equity contribution or investment made by Holding issuances of Capital Stock of Company to Holdings in Company compliance with the proceeds thereofCredit Documents or issuances of Capital Stock pursuant to the Equity Financing, (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, Excluded Issuances and (iv) proceeds received by a Subsidiary of Company from Company or another Subsidiary of Company, (v) issuances pursuant to the exercise of options or warrants by officers, directors and employees of Holdings and its Subsidiaries under any employee and/or director stock or equity subscription agreement, stock option compensation plan and (vi) cash equity contributions from Holding to Companyagreement, the proceeds of which are used by Company stock ownership arrangement or its Subsidiaries to fund Permitted Acquisitions (such contribution being an “Acquisition Holding Contribution”)similar agreement or 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 (A) such proceeds, net Net Cash Proceeds minus (B) amounts applied (or which will be so applied within 90 days of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses the receipt of such Net Cash Proceeds) to redeem the Senior Subordinated Notes pursuant to any Permitted Equity Claw Redemption; provided, however, that if during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio (determined for any such commissions, costs 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 and greater than or expenses have not been incurred or invoiced at such timeequal to 2.00:1.00, Company may deduct its good faith estimate thereof shall only be required to extent subsequently paidmake the prepayments and/or reductions otherwise required 41 hereby in an amount equal to 25% of such Net Cash Proceeds; provided, further, that during any period in which (x) no Default or Event of Default shall have occurred and be continuing and (y) the amount of Leverage Ratio (determined for any such proceeds required period by the most recent Compliance Certificate calculating the Leverage Ratio delivered pursuant to be prepaid Section 5.1(d)) shall be reduced in an amount equal to the amount of proceeds Subsidiaries of Company are legally boundless than 2.00:1.00, no such prepayments or reductions shall be 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.