Common use of Issuance of Equity Securities Clause in Contracts

Issuance of Equity Securities. On the date of receipt by Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings (other than pursuant to (i) any employee stock or stock option compensation plan and (ii) the exercise of warrants payable in cash in an amount not to exceed $5,000,000 in any Fiscal Year and $10,000,000 in the aggregate from the Closing Date through the applicable date of determination), the Borrower 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, on any date that 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 (i) 3.00:1.00 or less, the 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) 2.00:1.00 or less, the Borrower shall not be required to make the prepayments and/or reductions otherwise required hereby.

Issuance of Equity Securities. On the date of receipt by Holdings the Borrower of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock Equity Interests of, Holdings the Borrower or any of its Subsidiaries (other than pursuant to (i) any employee employee, director or consultant stock or stock option compensation plan and (ii) or the exercise of warrants payable in cash in an amount not to exceed $5,000,000 in any Fiscal Year and $10,000,000 in the aggregate from the Closing Date through the applicable date of determinationSpread Overlay Agreements), the Borrower 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, on during any date that 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 RatioRatio as of the last day of the most recently ended Fiscal Quarter) shall be (i) 3.00:1.00 or less, the Borrower shall only be required to make the prepayments and/or reductions otherwise required hereby pursuant to this clause (c) shall be required to be made in an amount equal to 25% of such net proceeds and proceeds; provided, further, during any period in which the Leverage Ratio (iidetermined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(d) calculating the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter) shall be 2.00:1.00 or less, the Borrower prepayments and/or reductions otherwise required pursuant to this clause (c) hereof shall not be required to make the prepayments and/or reductions otherwise required herebybe made.

Issuance of Equity Securities. On the date of receipt by Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings (other than pursuant to (i) any employee stock or stock option compensation plan and (ii) the exercise of warrants payable in cash in an amount not to exceed $5,000,000 in any Fiscal Year and $10,000,000 in the aggregate from the Closing Date through the applicable date of determination), the Borrower shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b2.15(a) 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, on any date that 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 (i) 3.00:1.00 or less, the 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) 2.00:1.00 or less, the Borrower shall not be required to make the prepayments and/or reductions otherwise required hereby.

Issuance of Equity Securities. On the date of receipt by Holdings of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings (other than pursuant any such capital contribution by or issuance made to (iSponsor or any of its Affiliates or a Permitted Investor or the proceeds of which are used to finance Permitted Acquisitions or Capital Expenditures of Company and/or its Subsidiaries) any employee stock or stock option compensation plan and (ii) the exercise of warrants payable in cash in an amount not to exceed $5,000,000 in any Fiscal Year and $10,000,000 in the aggregate from the Closing Date through the applicable date of determination), the Borrower 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, on during any date that period in which (x) 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 2.00:1.00 or less and (y) the ratio of (i) 3.00:1.00 Consolidated Total Debt plus the aggregate principal amount of outstanding Holding Notes to (ii) Consolidated Adjusted EBITDA for the four Fiscal Quarter period most recently ended is 3.0:1.0 or less, the 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 and (ii) 2.00:1.00 or less, the Borrower shall not be required to make the prepayments and/or reductions otherwise required herebyproceeds.

Issuance of Equity Securities. On No later than the third Business Day following the date of receipt by Holdings Parent or any of its Subsidiaries of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Holdings Parent or any of its Subsidiaries (other than pursuant to (i) any employee stock or stock option compensation plan and (ii) 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 exercise of warrants payable in cash in an amount extent such proceeds are not used to exceed $5,000,000 in any Fiscal Year and $10,000,000 pay Permitted Acquisition Expenses or, solely in the aggregate case of proceeds from the Closing Date through the applicable date of determination)Additional Sponsor Equity, the Borrower to substantially concurrently pay Consolidated Capital Expenditures, Borrowers 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 or placement discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, on during any date that 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 (i) 3.00:1.00 or lessless than 3.00:1.00, the 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 and (ii) 2.00:1.00 or less, the Borrower shall not be required to make the prepayments and/or reductions otherwise required herebyproceeds.

Issuance of Equity Securities. On No later than three (3) Business Days following the date of receipt by Holdings 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 (i) pursuant to any employee stock or stock option compensation plan or a Permitted Acquisition or warrants or options in existence as of the Closing Date and (ii) to the exercise of warrants payable in cash in an amount not extent such Cash proceeds have been (or, substantially concurrently with the receipt thereof, will be) applied to exceed $5,000,000 in any Fiscal Year and $10,000,000 in the aggregate from the Closing Date through the applicable date of determinationeffect a Permitted Subordinated Debt Redemption pursuant to Section 6.04(h)), the Borrower 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 proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses); provided, on during any date that period in which the Senior Secured Leverage Ratio (determined for any such period by reference to the most recent Compliance Certificate delivered pursuant to Section 5.1(d5.01(c) calculating the Senior Secured Leverage Ratio) shall be (i) 3.00:1.00 2.50:1.00 or less, the 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) 2.00:1.00 or less, the Borrower shall not be required to make the prepayments and/or reductions otherwise required herebyproceeds.