Common use of Minimum Net Revenue Clause in Contracts

Minimum Net Revenue. Borrower shall not permit its consolidated Net Revenue for any Defined Period, as tested monthly at the end of each month, to be less than (a) for the Defined Period ending on April 30, 2020 and each Defined Period ending thereafter prior to the Defined Period ending on January 31, 2021, the minimum amount set forth on Schedule 6.1 for such Defined Period, (b) for the Defined Period ending on January 31, 2021 and each Defined Period ending thereafter prior to the Defined Period ending January 31, 2022, an amount equal to [***] percent ([***]%) of the projected Net Revenue for such Defined Period, calculated based on the annual projections delivered to Agent pursuant to Section 4.1(g); provided that in no event shall such Net Revenue projections provide for less than $[***] in annual Net Revenue in any calendar year, and (c) for the Defined Period ending on January 31, 2022 and each Defined Period ending thereafter, an amount equal to the greater of (i) [***] percent ([***]%) of the projected Net Revenue for such Defined Period, calculated based on the annual projections delivered to Agent pursuant to Section 4.1(g), and (ii) [***] percent ([***]%) of the minimum Net Revenue threshold applicable pursuant to this Section 6.1 for the corresponding Defined Period in the immediately preceding calendar year. Commencing with the 2021 calendar year, Agent shall notify Borrower by February 15th of such calendar year of the applicable minimum Net Revenue thresholds for each Defined Period occurring in such calendar year, which minimum Net Revenue threshold shall be calculated in accordance with the provisions of this Section 6.1. A breach of a financial covenant contained in this Section 6.1 shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified Defined Period, regardless of when the financial statements reflecting such breach are delivered to Agent.”

Minimum Net Revenue. Borrower shall not permit its consolidated Net Revenue for any Defined Period, as tested monthly at the end of each month, to be less than (a) for the each Defined Period ending on April 30, 2020 and each Defined Period ending thereafter prior to the Defined Period ending on January or before December 31, 2021, the minimum amount set forth on Schedule 6.1 for such Defined Period, (b) for the Defined Period ending on January 31, 2021 2022 and each Defined Period ending thereafter prior to until the Defined Period ending January 31, 20222023, an amount equal to [*****] percent ([*****]%) of the actual Net Revenue for the corresponding Defined Period in the immediately preceding calendar year (the “2022 Revenue Covenant Levels”); provided 2022 Revenue Covenant Levels for each applicable Defined Period shall be adjusted upwards (but in no event adjusted downward), as necessary, on a pro rata basis, to reflect $[*****] in annual consolidated Net Revenue for the 2022 calendar year, and (c) for the Defined Period ending on January 31, 2023 and each Defined Period thereafter an amount equal to the greater of (i) [*****] percent ([*****]%) of the projected Net Revenue for such Defined Period, calculated based on the annual projections delivered to Agent pursuant to Section 4.1(g); provided that in no event shall such Net Revenue projections provide for less than $[***] in annual Net Revenue in any calendar year, MidCap / Sientra / Second A&R Credit and Security Agreement (cTerm) for the Defined Period ending on January 31, 2022 and each Defined Period ending thereafter, an amount equal to the greater of (i) [***] percent ([***]%) of the projected Net Revenue for such Defined Period, calculated based on the annual projections delivered to Agent pursuant to Section 4.1(g), and (ii) [***] percent ([***]%) of the minimum Net Revenue threshold applicable pursuant to this Section 6.1 for the corresponding Defined Period in the immediately preceding calendar year. Commencing with the 2021 calendar year, Agent shall notify Borrower by February 15th of such calendar year of the applicable minimum Net Revenue thresholds for each Defined Period occurring in such calendar year, which minimum Net Revenue threshold shall be calculated in accordance with the provisions of this Section 6.1. A breach of a financial covenant contained in this Section 6.1 shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified Defined Period, regardless of when the financial statements reflecting such breach are delivered to AgentCERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.”

Minimum Net Revenue. Borrower shall not permit its consolidated Net Revenue for any Defined Period, as tested monthly at the end of each month, to be less than (a) for the each Defined Period ending on April 30, 2020 and each Defined Period ending thereafter prior to the Defined Period ending on January or before December 31, 2021, the minimum amount set forth on Schedule 6.1 for such Defined Period, (b) for the Defined Period ending on January 31, 2021 2022 and each Defined Period ending thereafter prior to until the Defined Period ending January 31, 20222023, an amount equal to [*****] percent ([*****]%) of the projected actual Net Revenue for such the corresponding Defined Period, calculated based on Period in the annual projections delivered to Agent pursuant to Section 4.1(gimmediately preceding calendar year (the “2022 Revenue Covenant Levels”); provided that 2022 Revenue Covenant Levels for each applicable Defined Period shall be adjusted upwards (but in no event shall such Net Revenue projections provide for less than adjusted downward), as necessary, on a pro rata basis, to reflect $[*****] in annual consolidated Net Revenue in any for the 2022 calendar year, and (c) for the Defined Period ending on January 31, 2022 2023 and each Defined Period ending thereafter, thereafter an amount equal to the greater of (i) [*****] percent ([*****]%) of the projected Net Revenue for such Defined Period, calculated based on the annual projections delivered to Agent pursuant to Section 4.1(g), which projections shall be in form and substance reasonably satisfactory to Agent and Required Lenders and (ii) [*****] percent ([*****]%) of the minimum Net Revenue threshold applicable pursuant to this Section 6.1 for the corresponding Defined Period in the immediately preceding calendar year. Commencing with the 2021 2022 calendar year, Agent shall notify Borrower by February 15th of such calendar year of the applicable minimum Net Revenue thresholds for each Defined Period occurring in such calendar year, which minimum Net Revenue threshold shall be calculated in accordance with the provisions of this Section 6.1. A breach of a financial covenant contained in this Section 6.1 shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified Defined Period, regardless of when the financial statements reflecting such breach are delivered to Agent.”