Common use of Minimum Net Sales Clause in Contracts

Minimum Net Sales. From and after the Effective Date and without violating any other term or provision of this Agreement, permit trailing twelve-month Net Sales of Issuer and its Subsidiaries, tested quarterly at the end of each fiscal quarter set out in the first column in the table below, to be less than: (a) solely with respect to any fiscal quarter where paragraph (b) below or the proviso below does not apply, $375,000,000 for fiscal quarter ending June 30, 2022, $400,000,000 for fiscal quarter ending September 30, 2022 and $500,000,000 for each fiscal quarter thereafter; and (b) solely with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, the amount set forth opposite that fiscal quarter in the second column in the table below; provided, however, that, with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is equal to or greater than $400,000,000, the Net Sales requirement set out in the table below shall not apply for as long as consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is at least $400,000,000. For the avoidance of doubt, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during any fiscal quarter occurring after the completion of a Qualifying Financing, is less than $400,000,000, clauses (a) and (b) of this Section 6.16 shall apply (and the proviso above shall not apply): June 30, 2022 $375,000,000 September 30, 2022 $300,000,000 December 31, 2022 $240,000,000 March 31, 2023 $275,000,000 -59- June 30, 2023 $325,000,000 September 30, 2023 $375,000,000 December 31, 2023 $500,000,000 Notwithstanding the foregoing and further to clause (b) of this Section 6.16, solely with respect to the fiscal quarter ending September 30, 2023, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested on the last day of the Waiver Period for purposes of this Section 6.16. For the avoidance of doubt, with respect to each subsequent fiscal quarter, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested quarterly at the end of such fiscal quarter in accordance with this Section 6.16.

Minimum Net Sales. From and after the Effective Date and without violating any other term or provision of this Agreement, permit trailing twelve-month Net Sales of Issuer and its Subsidiaries, tested quarterly at the end of each fiscal quarter set out in the first column in the table below, to be less than: (a) solely with respect to any fiscal quarter where paragraph (b) below or the proviso below does not apply, $375,000,000 for fiscal quarter ending June 30, 2022, $400,000,000 for fiscal quarter ending September 30, 2022 and $500,000,000 for each fiscal quarter thereafter; and (b) solely with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, the amount set forth opposite that fiscal quarter in the second column in the table below; provided, however, that, with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is equal to or greater than $400,000,000, the Net Sales requirement set out in the table below shall not apply for as long as consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is at least $400,000,000. For the avoidance of doubt, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during any fiscal quarter occurring after the completion of a Qualifying Financing, is less than $400,000,000, clauses (a) and (b) of this Section 6.16 shall apply (and the proviso above shall not apply): June 30, 2022 $375,000,000 September 30, 2022 $300,000,000 December 31, 2022 $240,000,000 March 31, 2023 $275,000,000 -59- June 30, 2023 $325,000,000 September 30, 2023 $375,000,000 December 31, 2023 $500,000,000 Notwithstanding the foregoing and further to clause (b) of this Section 6.16, solely with respect to the fiscal quarter ending September June 30, 2023, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested on the last day of the Waiver Period September 1, 2023 for purposes of this Section 6.16. For the avoidance of doubt, with respect to each subsequent fiscal quarter, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested quarterly at the end of such fiscal quarter in accordance with this Section 6.16.

Minimum Net Sales. From and after the Effective Date and without violating any other term or provision of this Agreement, permit trailing twelve-month Net Sales of Issuer and its Subsidiaries, tested quarterly at the end of each fiscal quarter set out in the first column in the table below, to be less than: (a) solely with respect to any fiscal quarter where paragraph (b) below or the proviso below does not apply, $375,000,000 for fiscal quarter ending June 30, 2022, $400,000,000 for fiscal quarter ending September 30, 2022 and $500,000,000 for each fiscal quarter thereafter; and (b) solely with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, the amount set forth opposite that fiscal quarter in the second column in the table below; provided, however, that, with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is equal to or greater than $400,000,000, the Net Sales requirement set out in the table below shall not apply for as long as consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is at least $400,000,000. For the avoidance of doubt, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during any fiscal quarter occurring after the completion of a Qualifying Financing, is less than $400,000,000, clauses (a) and (b) of this Section 6.16 shall apply (and the proviso above shall not apply): June 30, 2022 $375,000,000 September 30, 2022 $300,000,000 December 31, 2022 $240,000,000 March 31, 2023 $275,000,000 -59- June 30, 2023 $325,000,000 September 30, 2023 $375,000,000 December 31, 2023 $500,000,000 Notwithstanding the foregoing and further to clause (b) of this Section 6.16, solely with respect to the fiscal quarter ending September 30, 2023, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested on the last day of the Waiver Period November 20, 2023 for purposes of this Section 6.16. For the avoidance of doubt, with respect to each subsequent fiscal quarter, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested quarterly at the end of such fiscal quarter in accordance with this Section 6.16.

Minimum Net Sales. From and after the Effective Date and without violating any other term or provision of this Agreement, permit trailing twelve-month Net Sales of Issuer and its Subsidiaries, tested quarterly at the end of each fiscal quarter set out in the first column in the table below, to be less than: (a) solely with respect to any fiscal quarter where paragraph (b) below or the proviso below does not apply, $375,000,000 for fiscal quarter ending June 30, 2022, $400,000,000 for fiscal quarter ending September 30, 2022 and $500,000,000 for each fiscal quarter thereafter; and (b) solely with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, the amount set forth opposite that fiscal quarter in the second column in the table below; provided, however, that, with respect to any fiscal quarter occurring after the completion of a Qualifying Financing on or prior to December 31, 2022, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is equal to or greater than $400,000,000, the Net Sales requirement set out in the table below shall not apply for as long as consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during such fiscal quarter, is at least $400,000,000. For the avoidance of doubt, if consolidated Liquidity of the Issuer and its Subsidiaries, tested on both the 15th day and last day of each calendar month by reference to confirmation of consolidated Liquidity of Issuer and its Subsidiaries provided to the Collateral Agent within 2 Business Days of each such day pursuant to Section 5.2(k) hereof during any fiscal quarter occurring after the completion of a Qualifying Financing, is less than $400,000,000, clauses (a) and (b) of this Section 6.16 shall apply (and the proviso above shall not apply): June 30, 2022 $375,000,000 September 30, 2022 $300,000,000 December 31, 2022 $240,000,000 March 31, 2023 $275,000,000 -59- June 30, 2023 $325,000,000 September 30, 2023 $375,000,000 December 31, 2023 $500,000,000 Notwithstanding the foregoing and further to clause (b) of this Section 6.16, solely with respect to the fiscal quarter ending September 30, 2023, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested on the last day of the Waiver Period October 11, 2023 for purposes of this Section 6.16. For the avoidance of doubt, with respect to each subsequent fiscal quarter, trailing twelve-month Net Sales of Issuer and its Subsidiaries shall be tested quarterly at the end of such fiscal quarter in accordance with this Section 6.16.