Common use of Issuance of Equity Securities Clause in Contracts

Issuance of Equity Securities. On the date of receipt by Borrower 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 (x) pursuant to any employee stock or stock option compensation plan, (y) up to $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 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 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, Borrower shall only be required to 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 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) above.)

Issuance of Equity Securities. On the date of receipt by Borrower 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 (xw) pursuant to any employee stock or stock option compensation plan, (y) up to $75,000,000 in the aggregate of the proceeds of the issuance of Equity Interests of the Borrower (that are not Disqualified Equity Interests) of the Borrower which are used issued to prepay, redeem, retire or purchase the Senior Notes a Restricted Sponsor Affiliate that is not a Credit Party (provided no Default or Event of Default shall have occurred and be then continuing), (x) proceeds of the issuance of Equity Interests issued pursuant to the Plan, (y) pursuant to any employee stock or stock option compensation plan, 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 Compliance Certificate delivered pursuant to Section 5.1(c5.1(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, Borrower shall only be required to 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 prepayments and/or reductions otherwise required hereby. (For ; provided, further, that notwithstanding anything to the avoidance contrary in this Section 2.15(c), 100% of doubt, it is hereby agreed that the proceeds of Equity Interests (that are not Disqualified Equity Interests) not required the Game Crazy IPO permitted by Section 6.8(j)(B), net 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 Loans pursuant to this clause (c) may be used to prepay, redeem, retire or purchase Senior Notes as set forth in addition to the exclusion described in clause (y) aboveSection 2.16(b).)

Issuance of Equity Securities. On Subject to Section 2.12(b) and after the Discharge of First Lien Obligations, on the date of receipt by Borrower 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 (xw) pursuant to any employee stock or stock option compensation plan, (y) up to $75,000,000 in the aggregate of the proceeds of the issuance of Equity Interests of the Borrower (that are not Disqualified Equity Interests) of the Borrower which are used issued to prepay, redeem, retire or purchase the Senior Notes a Sponsor Affiliate that is not a Credit Party (provided no Default or Event of Default shall have occurred and be then continuing), (x) proceeds of the issuance of Equity Interests issued pursuant to the Plan, (y) pursuant to any employee stock or stock option compensation plan, 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(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, during 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(c5.1(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, Borrower shall only be required to 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 prepayments and/or reductions otherwise required hereby. (For ; provided further, that notwithstanding anything to the avoidance contrary in this Section 2.11(c), 100% of doubt, it is hereby agreed that the proceeds of Equity Interests (that are not Disqualified Equity Interests) not required the Game Crazy IPO permitted by Section 6.7(j)(B), net 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 Loans pursuant to this clause (c) may be used to prepay, redeem, retire or purchase Senior Notes as set forth in addition to the exclusion described in clause (y) aboveSection 2.12(a).)

Issuance of Equity Securities. On the fifth Business Day following date of receipt by Borrower Company of any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, Borrower Company or any of its Subsidiaries (other than (xi) 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 planplan and (vi) cash equity contributions from Holding to Company, (y) up to $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 or its Subsidiaries to prepay, redeem, retire or purchase the Senior Notes fund Permitted Acquisitions (provided no Default or Event of Default shall have occurred and be then continuingsuch contribution being an “Acquisition Holding Contribution”)), 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 Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.16(b2.15(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 expensesexpenses 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, during any period in which further, that the Secured Leverage Ratio (determined for any amount of such period by reference proceeds required 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) be prepaid shall be 2.50:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby reduced in an amount equal to 25% the amount of such net proceeds and (ii) shall be 2.00:1.00 Subsidiaries of Company are legally bound, or lessrequired, Borrower shall not be required to make the 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 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 prepay, redeem, retire or purchase Senior Notes in addition to the exclusion described in clause (y) aboveuse for prepayments thereunder.)

Issuance of Equity Securities. On 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 (xi) pursuant to any employee stock or stock option compensation planplan or any employment agreement, (yii) up to $75,000,000 in the aggregate receipt of the proceeds of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (that are not Disqualified Equity Interestsiii) 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 directors' qualifying shares or of other nominal amounts of other Equity Interests (that are not Disqualified Equity Interestsrequired to be held by specified Persons under Applicable Law and (iv) to finance the purchase of in connection with 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 continuingMajority Investment,)) , Borrower shall prepay the Loans as set forth in Section 2.16(b2.15(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; providedprovided that if, during any as of the end of the most recent four consecutive Fiscal Quarter 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 such four consecutive Fiscal Quarter period), the most recently ended Fiscal Quarter) (i) Leverage Ratio determined on a Pro Forma Basis shall be 2.50:1.00 3.25:1.00 or less, Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 25% of such net proceeds." (g) Section 2.25 of the Credit Agreement shall be amended as follows: (i) The second paragraph of Section 2.25 of the Credit Agreement shall be amended and restated as follows: "Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.3 shall be satisfied; provided that, solely with respect to the effectiveness of New Term Loans incurred to finance the Medicis Acquisition, the Borrower shall not be required to satisfy the conditions set forth in clause (iii) or (iv) of such Section 3.3; (3) Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such New Term Loans and the application of the proceeds thereof, with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments; (4) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable New Revolving Loan Lender or New Term Loan Lender, as the case may be, Borrower and Administrative Agent (it being understood that the only representations and warranties that shall be certified in the Joinder Agreement with respect to New Term Loans incurred to finance the Medicis Acquisition shall be those representations and warranties set forth in the seventh paragraph of this Section 2.25), and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(d); (5) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a "Series") of New Term Loans for all purposes of this Agreement and (7) Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with a Leverage Ratio as of the Increased Amount Date (assuming in the case of any New Revolving Commitments, that the full amount of all outstanding Revolving Commitments, including New Revolving Commitments, are borrowed on such date), of 5.25 to 1.00; provided that, the effectiveness of New Term Loans incurred to finance the Medicis Acquisition shall not be subject to Borrower's compliance with clauses (1), (3) or (7) of the foregoing proviso." (ii) A new paragraph shall be 2.00:1.00 or lessadded to Section 2.25 of the Credit Agreement after the sixth paragraph thereof as follows: "Except as expressly set forth in this Section 2.25, New Term Loans incurred to finance the Medicis Acquisition shall be entered into in accordance with this Section 2.25 and shall be subject to the terms and conditions hereof; provided that as of the date of establishment of such New Term Loans, Borrower shall not be required to make comply with the prepayments and/or reductions otherwise required hereby. Secured Leverage Ratio set forth in the first paragraph of this Section 2.25; provided that, as of such date, the representations and warranties set forth in Section 4.1(a) (For the avoidance of doubt, it is hereby agreed that proceeds of Equity Interests solely with respect to due organization) 4.1(b) (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 solely with respect to the exclusion described Joinder Agreement to be entered into with respect to such New Term Loans), 4.3 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans), 4.4(a)(ii) (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans), 4.6 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans), 4.15 (solely with respect to regulation under the Investment Company Act of 1940), 4.16 (solely with respect to the Joinder Agreement to be entered into with respect to such New Term Loans) and 4.23 (solely with respect to the PATRIOT Act), in clause each case, shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof." (yh) above.)Clause (b) of Section 6.3 of the Credit Agreement shall be amended and restated as follows:

Issuance of Equity Securities. On No later than the date of third Business Day following receipt by Borrower Holdings of any Cash proceeds in excess of $2,000,000 in any Fiscal Year from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, Borrower Holdings or any of its Subsidiaries (other than (xi) Capital Stock issued (A) pursuant to any employee stock or stock option compensation plan, (yB) up to $75,000,000 in connection with the aggregate of Merger or the proceeds of the issuance of Equity Interests Amendment No. 1 Acquisition, (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 InterestsC) to finance the purchase of fund a Permitted Acquisition or Permitted other permitted Investment within 180 days of or make Capital Expenditures or (D) for purposes approved in writing by Administrative Agent or (ii) capital contributions received in connection with ATM Offerings solely to the extent such issuance (provided no Default or Event of Default shall have occurred and be then continuingcontributions are applied in accordance with Section 2.9(i)) ), Borrower shall prepay the Loans as set forth in Section 2.16(b) Term Loan in an aggregate amount equal to 50100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, in each case, paid to non-Affiliates, 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 Compliance Certificate delivered pursuant to d) Section 5.1(c) calculating the Secured Leverage Ratio as 2.9 of the last day of Existing Credit Agreement is hereby amended to add the most recently ended Fiscal Quarter) following new clause (i) shall be 2.50:1.00 or lessto the end of such Section: (i) No later than the third Business Day after the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2022, the Borrower shall only be required to make prepay the prepayments and/or reductions otherwise required hereby outstanding principal amount of the Term Loans in an aggregate principal amount equal to 2550% of such the net cash proceeds and received by Parent in connection with any ATM Offerings (iiif any) shall be 2.00:1.00 or less, Borrower shall not be during the applicable Fiscal Quarter most recently ended; provided that any net cash proceeds received in connection with any ATM Offering after the Amendment No. 5 Effective Date in excess of the amount required to make the 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 be prepaid pursuant to this clause Section 2.9(i) for any applicable Fiscal Quarter (csuch proceeds “Excess ATM Offering Proceeds”) may be used to prepayutilized for working capital or general corporate purposes of Holdings and its Subsidiaries, redeemincluding for Investments and Permitted Acquisitions; provided further, retire or purchase Senior Notes in addition with respect to the exclusion described Fiscal Quarter ending June 30, 2022, only ATM Offerings occurring after the Amendment No. 5 Effective Date shall be subject to the mandatory prepayment in clause (y) abovethis Section 2.9(i).)”

Issuance of Equity Securities. On the date of receipt by Borrower Holdings or Company of any Net Cash proceeds Proceeds from a capital contribution to, or the issuance of any Equity Interests Capital Stock of, Borrower Holdings or any of its Subsidiaries Company (other than (xi) capital contributions by Holdings to Company, (ii) issuances of Capital Stock of Company to Holdings in compliance with the Credit Documents or issuances of Capital Stock pursuant to the Equity Financing, (iii) Excluded Issuances and (iv) issuances pursuant to the exercise of options or warrants by officers, directors and employees of Holdings and its Subsidiaries under any employee equity subscription agreement, stock option agreement, stock ownership arrangement or similar agreement or plan), Company shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of (A) such Net Cash Proceeds minus (B) amounts applied (or which will be so applied within 90 days of the receipt of such Net Cash Proceeds) to redeem the Senior Subordinated Notes pursuant to any employee stock or stock option compensation planPermitted Equity Claw Redemption; provided, however, that during any period in which (yx) up to $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 to prepay, redeem, retire or purchase the Senior Notes (provided no Default or Event of Default shall have occurred and be then continuing), or continuing and (zy) 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 most recent Compliance Certificate delivered pursuant to Section 5.1(c5.1(d) calculating the Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) (iRatio) shall be 2.50:1.00 less than 3.00:1.00 and greater than or lessequal to 2.00:1.00, Borrower 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 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 (iiy) the Leverage Ratio (determined for any such period by the most recent Compliance Certificate calculating the Leverage Ratio delivered pursuant to Section 5.1(d)) shall be 2.00:1.00 less than 2.00:1.00, no such prepayments or less, Borrower reductions shall not be required to make the 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) aboverequired.)