Common use of Issuance of Equity Securities Clause in Contracts

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. Hereafter issue(a) If not all of the 1818 Fund Securityholders elect to purchase their pro rata share of the Equity Securities, sell, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award any Equity Security or option then the Company shall promptly notify in writing the 1818 Fund Securityholders who do so elect and shall offer such 1818 Fund Securityholders the right to acquire any Equity Security except such unsubscribed shares. The 1818 Fund Securityholders shall have fifteen (15) days after receipt of such notice to management, directors and employees of, and consultants tonotify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the 1818 Fund Securityholders exercise in full the rights of first refusal, the closing of the purchase of the Equity Securities subscribed for by the 1818 Fund Securityholders under this Section 4 shall be held at the executive office of the Company in compliance with on the 30th day after the giving of the notice pursuant to Section 2.2 4.2 or Section 8.14 hereof4.3, as the case may be, or at such other time and place the parties to the transaction may agree. Without limiting If the foregoing, if 1818 Fund Securityholders fail to exercise in full the Company intends to sell any Equity Security to any other personrights of first refusal, the Company shall give notice thereof and provide have ninety (90) days thereafter to sell the Equity Securities in respect of which the 1818 Fund Securityholders' rights were not exercised, at a copy price per share no less than ninety five percent (95%) of the documents pertaining price per share specified in the notice delivered pursuant to Section 4.2 and upon other general terms and conditions materially no more favorable to the sale and defining purchasers thereof than specified in the rights and privileges of Company's notice to the 1818 Fund Securityholders pursuant to Section 4.2 hereof. If the Company has not sold 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 Securities within ninety ("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 90) days of its receipt of the notice from the Company. Upon such notificationprovided pursuant to Section 4.2, the Company shall enter into all necessary agreements with not thereafter issue or sell any Equity Securities, without first offering such Purchaser to exchange the securities purchased hereunder for such amount of Preferred Securities as would have a sale price equivalent to the greater 1818 Fund Securityholders in the manner provided above. (b) At the closing of (i) the purchase price paid of the Equity Securities subscribed for by the Purchaser hereunder 1818 Fund Securityholders under this Section 4, the Company shall deliver certificates representing the Equity Securities, and such Equity Securities shall be issued free and clear of all liens and encumbrances (other than those attributable to actions by the purchasers thereof) and the Company shall so represent and warrant, and further represent and warrant (in addition to other customary representations and warranties) that such Equity Securities shall be, upon issuance thereof to the 1818 Fund Securityholders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each 1818 Fund Securityholder purchasing Equity Securities shall deliver at the closing payment in full in immediately available funds for the Equity Securities purchased by him or (ii) the Fair Market Value it. At such closing all of the securities purchased hereunder at parties to the time transaction shall execute such additional documents as are customary for transactions 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 convertiblethis type.

Issuance of Equity Securities. Hereafter issue(a) If not all of the Rights Investors elect to purchase their pro rata share of the Equity Securities, sell, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award any Equity Security or option then the Company shall promptly notify in writing the Rights Investors who do so elect and shall offer such Rights Investors the right to acquire any Equity Security except such unsubscribed shares. The Rights Investors shall have fifteen (15) days after receipt of such notice to management, directors and employees of, and consultants tonotify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Rights Investors exercise in full the rights of first refusal, the closing of the purchase of the Equity Securities subscribed for by the Rights Investors under this Section 4 shall be held at the executive office of the Company in compliance with on the 30th day after the giving of the notice pursuant to Section 2.2 4.2 or Section 8.14 hereof4.3, as the case may be, or at such other time and place the parties to the transaction may agree. Without limiting If the foregoing, if Rights Investors fail to exercise in full the Company intends to sell any Equity Security to any other personrights of first refusal, the Company shall give notice thereof and provide have ninety (90) days thereafter to sell the Equity Securities in respect of which the Rights Investor's rights were not exercised, at a copy price per share no less than ninety five percent (95%) of the documents pertaining price per share specified in the notice delivered pursuant to Section 4.2 and upon other general terms and conditions materially no more favorable to the sale and defining purchasers thereof than specified in the rights and privileges of Company's notice to the Rights Investors pursuant to Section 4.2 hereof. If the Company has not sold 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 Securities within ninety ("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 90) days of its receipt of the notice from the Company. Upon such notificationprovided pursuant to Section 4.2, the Company shall enter into all necessary agreements with not thereafter issue or sell any Equity Securities, without first offering such Purchaser to exchange the securities purchased hereunder for such amount of Preferred Securities as would have a sale price equivalent to the greater Rights Investors in the manner provided above. (b) At the closing of (i) the purchase price paid of the Equity Securities subscribed for by the Purchaser hereunder Rights Investors under this Section 4, the Company shall deliver certificates representing the Equity Securities, and such Equity Securities shall be issued free and clear of all liens and encumbrances (other than those attributable to actions by the purchasers thereof) and the Company shall so represent and warrant, and further represent and warrant (in addition to other customary representations and warranties) that such Equity Securities shall be, upon issuance thereof to the Rights Investors and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Rights Investor purchasing the Equity Securities shall deliver at the closing payment in full in immediately available funds for the Equity Securities purchased by him or (ii) the Fair Market Value it. At such closing all of the securities purchased hereunder at parties to the time transaction shall execute such additional documents as are customary for transactions 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 convertiblethis type.

Issuance of Equity Securities. Hereafter issueOn the date of receipt by Borrower of any Cash proceeds from a capital contribution to, sell, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award the issuance of any Equity Security or option to acquire any Equity Security except to management, directors and employees Interests of, and consultants to, the Company in compliance with Section 2.2 Borrower or Section 8.14 hereof. Without limiting the foregoing, if the Company intends to sell any Equity Security of its Subsidiaries (other than (x) pursuant to any other personemployee stock or stock option compensation plan, (y) up to $75,000,000 in the Company shall give notice thereof and provide a copy aggregate of the documents pertaining proceeds of the issuance of Equity Interests (that are not Disqualified Equity Interests) of the Borrower which are used to prepay, redeem, retire or purchase the Senior Notes (provided no Default or Event of Default shall have occurred and be then continuing), 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 as set forth in Section 2.16(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, during any period in which the Secured Leverage Ratio (determined for any such period by reference to the sale and defining Compliance Certificate delivered pursuant to Section 5.1(c) calculating the rights and privileges Secured Leverage Ratio as of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that last day of 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 most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, Borrower shall only be required to make the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time prepayments and/or reductions otherwise required hereby in an amount equal to 25% 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 net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the greater prepayments and/or reductions otherwise required hereby. (For the avoidance of doubt, it is hereby agreed that proceeds of Equity Interests (that are 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 exclusion described in clause (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 convertibleabove.)

Issuance of Equity Securities. Hereafter issueOn the fifth Business Day following date of receipt by Company of any Cash proceeds from a capital contribution to, sell, grant or award or enter into the issuance of 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 Capital Stock 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 Subsidiaries (other than (i) the purchase price paid Rights Offering and any equity contribution or investment made by Holding in Company with the Purchaser hereunder or proceeds thereof, (ii) the Fair Market Value 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 securities purchased hereunder at Closing Date in an aggregate amount not to exceed $25,000,000, the time 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 exchange. The "Fair Market Value" 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 date of New ARC Indenture, 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 MSW Indentures, MSW Refinancing Indenture, MSW Refinancing Notes, any New MSW Indenture or any refinancings thereof to use 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 convertibleprepayments thereunder.

Issuance of Equity Securities. Hereafter issueSubject to Section 2.12(b) and after the Discharge of First Lien Obligations, sellon the date of receipt by Borrower of any Cash proceeds from a capital contribution to, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award the issuance of any Equity Security or option to acquire any Equity Security except to management, directors and employees Interests of, Borrower or any of its Subsidiaries (other than (w) proceeds of Equity Interests of the 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 consultants tobe then continuing), (x) proceeds of the Company in compliance with Section 2.2 or Section 8.14 hereof. Without limiting issuance of Equity Interests issued pursuant to the foregoingPlan, if the Company intends to sell any Equity Security (y) pursuant to any other personemployee stock or stock option compensation plan, the Company shall give notice thereof and provide a copy or (z) proceeds of the documents pertaining 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 as set forth in Section 2.12(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, during any period in which the Secured Leverage Ratio (determined for any such period by reference to the sale and defining Compliance Certificate delivered pursuant to Section 5.1(d) calculating the rights and privileges Secured Leverage Ratio as of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that last day of 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 most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, Borrower shall only be required to make the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time prepayments and/or reductions otherwise required hereby in an amount equal to 25% 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 net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the greater prepayments and/or reductions otherwise required hereby; provided further, that notwithstanding anything to the contrary in this Section 2.11(c), 100% of (y) the principal proceeds of the Game Crazy IPO permitted by Section 6.7(j)(B), net of underwriting discounts and accrued interest owing on any Exchange Note held by commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, shall be applied to prepay the Purchaser or (z) the Current Market Price multiplied by the number of shares of Common Stock into which such Exchange Note is then convertibleLoans as set forth in Section 2.12(a).

Issuance of Equity Securities. Hereafter issueOn the date of receipt by Holdings or Company of any Net Cash Proceeds from a capital contribution to, sellor the issuance of any Capital Stock of, grant Holdings or award Company (other than (i) capital contributions by Holdings to Company, (ii) issuances of Capital Stock of Company to Holdings in compliance with the Credit Documents or enter into any agreement issuances of Capital Stock pursuant to the Equity Financing, (iii) Excluded Issuances and (iv) issuances pursuant to the exercise of options or adopt any plan to issue, sell, grant or award any Equity Security or option to acquire any Equity Security except to managementwarrants by officers, directors and employees ofof Holdings and its Subsidiaries under any employee equity subscription agreement, and consultants tostock option agreement, stock ownership arrangement or similar agreement or plan), Company shall prepay the Company Loans as set forth in compliance with Section 2.2 2.15(b) in an aggregate amount equal to 50% of (A) such Net Cash Proceeds minus (B) amounts applied (or Section 8.14 hereof. Without limiting which will be so applied within 90 days of the foregoing, if receipt of such Net Cash Proceeds) to redeem the Company intends to sell any Equity Security Senior Subordinated Notes pursuant to any other personPermitted Equity Claw Redemption; provided, 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 however, that during any Purchaser, period 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 no Default or Event of shares of Common Stock for which the Warrant held by the Purchaser would Default shall have occurred and be exercisable in a cashless exercise continuing and (ii) the greater of (y) the principal 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 and accrued interest owing on greater than or equal to 2.00:1.00, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such Net Cash Proceeds; provided, further, that during any Exchange Note held 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 period by the Purchaser most recent Compliance Certificate calculating the Leverage Ratio delivered pursuant to Section 5.1(d)) shall be less than 2.00:1.00, no such prepayments or (z) the Current Market Price multiplied by the number of shares of Common Stock into which such Exchange Note is then convertiblereductions shall be required.

Issuance of Equity Securities. Hereafter issueSubject to Section 2.12(b) and after Discharge of the First Lien Obligations, sellon the date of receipt by Borrower of any Cash proceeds from a capital contribution to, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award the issuance of any Equity Security or option to acquire any Equity Security except to management, directors and employees Interests of, and consultants to, the Company in compliance with Section 2.2 Borrower or Section 8.14 hereof. Without limiting the foregoing, if the Company intends to sell any Equity Security of its Subsidiaries (other than (x) pursuant to any other personemployee stock or stock option compensation plan, (y) up to $75,000,000 in the Company shall give notice thereof and provide a copy aggregate of the documents pertaining proceeds of the issuance of Equity Interests (that are not Disqualified Equity Interests) of the Borrower which are used to prepay, redeem, retire or purchase the Senior Notes (provided no Default or Event of Default shall have occurred and be then continuing), 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 as set forth in Section 2.12(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, during any period in which the Secured Leverage Ratio (determined for any such period by reference to the sale and defining Compliance Certificate delivered pursuant to Section 5.1(c) calculating the rights and privileges Secured Leverage Ratio as of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that last day of 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 most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, Borrower shall only be required to make the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time prepayments and/or reductions otherwise required hereby in an amount equal to 25% 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 net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the greater prepayments and/or reductions otherwise required hereby. (For the avoidance of doubt, it is hereby agreed that proceeds of Equity Interests (that are 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 exclusion described in clause (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 convertibleabove.)