Common use of Prepayments and Reductions Due to Issuance of Equity Securities Clause in Contracts

Prepayments and Reductions Due to Issuance of Equity Securities. No later than the first Business Day following the date of receipt by Holdings or Company of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith, including reasonable legal fees and expenses, being the "NET EQUITY PROCEEDS") from the issuance of any equity Securities of Holdings or Company (other than proceeds from Holdings Common Stock issued to officers and employees of Company and its Subsidiaries pursuant to option plans or other similar plans or agreements adopted by Holdings' Board of Directors), (1) Company shall prepay its Loans and/or Company's Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 75% of such Net Equity Proceeds, and (2) to the extent that any such Net Equity Proceeds remain after the applications required pursuant to the foregoing clause (1), Company shall cause such remaining Net Equity Proceeds to be applied to prepay the remaining outstanding Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall be permanently reduced, in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments). In the case of the receipt by Holdings of such Net Equity Proceeds from the issuance of any equity Securities of Holdings, Company shall cause Holdings to immediately contribute such Net Equity Proceeds to Company and Company shall apply such Net Equity Proceeds pursuant to this subsection 2.4A(iii)(d) as though initially received by Company from the issuance of its own equity Securities.

Prepayments and Reductions Due to Issuance of Equity Securities. No later than the first Business Day following the date of Immediately upon receipt by Holdings or Company of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith, including reasonable legal fees and expenses, being the "NET EQUITY PROCEEDS") Net Securities Proceeds from the issuance of any equity Securities Capital Stock of Holdings Parent, Borrower or Company (other than proceeds from Holdings Common Stock issued to officers and employees of Company and any of its Subsidiaries pursuant or from any capital contribution to option plans or other similar plans or agreements adopted Borrower by Holdings' Board any holder of Directors)Capital Stock thereof after the Closing Date, (1) Company except for Net Securities Proceeds used to fund a Permitted Acquisition, Borrower shall prepay its the Loans and/or Company's the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 75% fifty percent (50%) of such Net Equity Securities Proceeds, and (2) to the extent ; provided that any such Net Equity Proceeds remain after the applications Borrower shall not be required pursuant to the foregoing clause (1), Company shall cause such remaining Net Equity Proceeds to be applied to prepay the remaining outstanding Loans of all other Borrowers and/or the Revolving Loan Commitments shall not be permanently reduced from capital contributions made to Parent by its stockholders and, in turn, made by Parent to Borrower and that are utilized by Borrower to make any ACN Earnout Payment; provided further, however, any Net Securities Proceeds received by Borrower in connection with any exercise of all warrants or other Borrowers Securities in excess of the amount necessary to make any ACN Earnout Payment shall be utilized by Borrower to prepay the Loans and/or permanently reduced, in each case on a pro rata basis (in accordance with reduce the respective outstanding amount of Revolving Loan Commitments. For a period of thirty (30) days following the Closing Date, Parent may issue Preferred Stock not to exceed Fifteen Million Dollars ($15,000,000). In , on terms and conditions reasonably satisfactory to Administrative Agent, and Parent shall not be required to contribute the case of Net Securities Proceeds from such Securities offering to Borrower to prepay the receipt by Holdings of Loans and/or permanently reduce the Revolving Commitments, provided that such Net Equity Securities Proceeds from are used by Parent as consideration to be paid for dissenting votes in connection with the issuance of any equity Securities of Holdings, Company shall cause Holdings to immediately contribute such Net Equity Proceeds to Company and Company shall apply such Net Equity Proceeds pursuant to this subsection 2.4A(iii)(d) as though initially received by Company from the issuance of its own equity SecuritiesACN Acquisition.

Prepayments and Reductions Due to Issuance of Equity Securities. No later than the first Business Day following after the date of receipt by Holdings or Company of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being the "NET EQUITY PROCEEDSNet Securities Proceeds") from the issuance of any equity Securities of Holdings or Company after the Effective Date (other than proceeds from Holdings Common Stock issued issuances of equity to officers and management employees of Company and its Subsidiaries pursuant to agreements or stock option plans or other similar plans or agreements adopted by Holdings' Board of Directorspermitted under subsection 7.11), (1) Company shall prepay its the Loans and/or Company's the Revolving Loan Commitments and/or the Acquisition Term Loan Commitments shall be permanently reduced in an aggregate amount equal to 7550% of such Net Equity Securities Proceeds; provided, however, that, in the event Company voluntarily prepays all of the Acquisition Term Loans outstanding immediately prior to the First Amendment Effective Date from the Net IPO Proceeds pursuant to subsection 2.4B(i), the remaining Net IPO Proceeds received by Company shall be excluded from the requirements of this subsection 2.4B(iii)(b) to the extent: (1) not more than $24,500,000 of such Net IPO Proceeds are used for the redemption of not more than $17,500,000 of Preferred Stock and the payment of approximately $7,000,000 of accrued dividends thereon, in each case within five (5) Business Days of the First Amendment Effective Date as permitted under subsection 7.5; and (2) to the extent that any after such voluntary prepayment of Acquisition Term Loans and redemption of Preferred Stock and payment of dividends thereon from such Net Equity IPO Proceeds, the remaining amount of Net IPO Proceeds remain are retained for the exclusive purpose of making Permitted Acquisitions (the "Retained IPO Proceeds") during the nine-month period after the applications required pursuant to First Amendment Effective Date; provided that the foregoing clause aggregate amount of such Retained IPO Proceeds shall not exceed $50,500,000, and in the event that the aggregate amount of such Net IPO Proceeds less the amount of Net IPO Proceeds applied in accordance with the preceding clauses (1)) and (2) exceeds $50,500,000, then Company shall cause such remaining Net Equity Proceeds to be applied to prepay the remaining outstanding Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers and/or the Acquisition Term Loan Commitments shall be permanently reduced, reduced in each case on a pro rata basis (an aggregate amount equal to such excess amount in accordance with subsection 2.4B(iv)(b); provided, further that pending application of such Retained IPO Proceeds to the respective outstanding amount making of Permitted Acquisitions, such Retained IPO Proceeds shall be held in an interest bearing blocked account with Administrative Agent (the "Blocked Account") and such Retained IPO Proceeds shall only be released by Administrative Agent to Company (i) upon Company's delivery of an Officers' Certificate to Administrative Agent certifying that such Retained IPO Proceeds will be applied by Company, immediately upon such release, to the making of a Permitted Acquisition or (ii) upon the nine-month anniversary of the First Amendment Effective Date; and provided, further that on such nine-month anniversary Company shall prepay the Loans and/or the Revolving Loan Commitments). In Commitments and/or the case of the receipt by Holdings Acquisition Term Loan Commitments shall be permanently reduced in an aggregate amount equal to such unused portion of such Net Equity Retained IPO Proceeds from the issuance of any equity Securities of Holdings, Company shall cause Holdings to immediately contribute such Net Equity Proceeds to Company and Company shall apply such Net Equity Proceeds pursuant to this in accordance with subsection 2.4A(iii)(d) as though initially received by Company from the issuance of its own equity Securities2.4B(iv)(b)."

Prepayments and Reductions Due to Issuance of Equity Securities. No later than On the first Business Day following the date of receipt by Holdings Company or Company a Subsidiary of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, being the "NET EQUITY SECURITIES PROCEEDS") from the issuance of any equity Securities of Holdings Company or Company (such Subsidiary after the Closing Date other than proceeds from Holdings Common Stock issued to officers and employees the Company or any of Company its Subsidiaries (including, for avoidance of doubt, Target and its Subsidiaries pursuant to option plans or other similar plans or agreements adopted by Holdings' Board of DirectorsSubsidiaries), (1) Company including any hybrid equity Securities, Borrowers shall prepay its the Loans and/or Company's Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 7550% of such Net Equity Securities Proceeds; provided, however, that, to avoid imposition of any costs pursuant to subsection 2.6D, in lieu of prepaying the Loans on such first Business Day after receipt, Borrowers may elect not to prepay the Loans by (i) so notifying Administrative Agent in writing of such election and (2ii) paying such Net Equity Securities Proceeds to Administrative Agent to be held as Cash collateral for the Obligations and applied in accordance with subsection 2.4B(iv) to such prepayment on the first Interest Payment Date thereafter with respect to the Class of Loans to be repaid; provided, further, that, except as set forth in the following proviso, no mandatory prepayments shall be required from Net Equity Securities Proceeds issued at any time when (x) the most recent Compliance Certificate delivered by Company to Administrative Agent pursuant to subsection 6.1(iii) reflects a Consolidated Leverage Ratio of less than or equal to 2.5 to 1.0 or (y) if at the time of such issuance, Company's Rating is at least Investment Grade; provided, further, that notwithstanding anything to the contrary set forth above, to the extent that any such Net Equity Proceeds remain after of the applications required pursuant to the foregoing clause (1)Term Loan Prepayment Amount is outstanding, Company shall cause such remaining Net Equity Proceeds to be applied required to prepay an amount up to the remaining outstanding Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall be permanently reduced, in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments). In the case of the receipt by Holdings of such Net Equity Securities Proceeds until the Term Loan Prepayment Amount has been prepaid in full irrespective of the Consolidated Leverage Ratio or the Company's Rating, with any amount of Net Equity Securities Proceeds in excess of the amount of the outstanding Term Loan Prepayment Amount being applied as otherwise set forth in this subsection 2.4B(iii)(d); provided, further, that, for purposes of this paragraph (d), Net Equity Securities Proceeds shall not include any proceeds from the issuance of any (I) the Permitted Bridge Period Equity, (II) equity Securities issued as consideration for the Planned Acquisition of HoldingsGenesis Systems, Company shall cause Holdings Ltd or (III) equity issued to immediately contribute such Net Equity Proceeds to Company and Company shall apply such Net Equity Proceeds pursuant to this subsection 2.4A(iii)(d) as though initially received by Company from the issuance employees in lieu of its own equity Securitiescash compensation.

Prepayments and Reductions Due to Issuance of Equity Securities. No later than the first Business Day following the date of receipt by New Holdings or Company of the Cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith, including reasonable legal fees and expenses, being the "NET EQUITY PROCEEDS") from the issuance of any equity Securities of New Holdings or Company (other than proceeds from New Holdings Common Stock issued to officers and employees of Company and its Subsidiaries pursuant to option plans or other similar plans or agreements adopted by New Holdings' Board of Directors), (1) Company shall prepay its Loans and/or Company's Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 75100% of such Net Equity Proceeds, and (2) to the extent that any such Net Equity Proceeds remain after the applications required pursuant to the foregoing clause (1), Company shall cause such remaining Net Equity Proceeds to be applied to prepay the remaining outstanding Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall be permanently reduced, in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments). In the case of the receipt by New Holdings of such Net Equity Proceeds from the issuance of any equity Securities of New Holdings, Company shall cause New Holdings to immediately contribute such Net Equity Proceeds to Company and Company shall apply such Net Equity Proceeds pursuant to this subsection 2.4A(iii)(d2.4B(iii)(d) as though initially received by Company from the issuance of its own equity Securities; provided, however, that the Net Equity Proceeds from the Stonington Equity Contribution shall be excluded from the provisions of this subsection 2.4B(iii)(d).

Prepayments and Reductions Due to Issuance of Equity Securities. No later than the first Business Day following the date of receipt by Holdings or Company of the Cash cash proceeds (any such proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith, including reasonable legal fees and expenses, being the "NET EQUITY PROCEEDS") from the issuance of any equity Securities of Holdings or Company (other than proceeds from Holdings Common Stock issued to officers and employees of Company and its Subsidiaries pursuant to option plans or other similar plans or agreements adopted by Holdings' Board of Directors), (1) Company shall prepay its the Domestic Term Loans, the Japanese Term Loans and/or Company's Revolving Loan Commitments shall be permanently reduced and the UK Term Loans on a pro rata basis (in accordance with the respective outstanding principal amount thereof) in an aggregate amount equal to 75% of such Net Equity Proceedscash proceeds, and (2) to the extent that such cash proceeds exceed the aggregate outstanding principal amount of such Term Loans, Company shall prepay its Revolving Loans without any corresponding reduction in the related Revolving Loan Commitments, in an aggregate amount equal to such Net Equity Proceeds remain excess, and (3) to the extent of any remaining cash proceeds after the applications required pursuant to the foregoing clause clauses (1) - (2), Company shall cause such remaining Net Equity Proceeds cash proceeds to be applied to prepay the remaining outstanding Revolving Loans of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall be permanently reduced, in each case on a pro rata basis (in accordance with the respective outstanding amount of Revolving Loan Commitments)) without any corresponding reduction in the related Revolving Loan Commitments. In the case of the receipt by Holdings of such Net Equity Proceeds cash proceeds from the issuance of any equity Securities of Holdings, Company shall cause Holdings to immediately contribute such Net Equity Proceeds cash proceeds to Company and Company shall apply such Net Equity Proceeds cash proceeds pursuant to this subsection 2.4A(iii)(d2.4B(iii)(d) as though initially received by Company from the issuance of its own equity Securities. Any such mandatory prepayments shall be applied as specified in subsection 2.4B(iv).

Prepayments and Reductions Due to Issuance of Equity Securities. No later than the first Business Day following the date of receipt by Holdings Company or Company any of its Subsidiaries of the Cash proceeds (any such proceedsproceeds (other than proceeds received from the exercise of employee, director and contractor stock options of Company or any of its Subsidiaries pursuant to stock option plans approved by Company's Governing Body), net of (i) reasonable and customary underwriting discounts and commissions commissions, financial advisory or placement fees and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, (ii) any Capital Contributions required to be made from such proceeds to Company's Principal Subsidiaries, and (iii) payments from such proceeds made in connection with any settlement or resolution of any Securities Litigation, being the "NET EQUITY SECURITIES PROCEEDS") from the issuance of any 42 43 equity Securities of Holdings Company or Company (other than proceeds from Holdings Common Stock issued to officers and employees any of Company and its Subsidiaries pursuant to option plans or other similar plans or agreements adopted by Holdings' Board of Directors)after the Closing Date, (1) Company shall prepay its the Loans and/or Company's permanently reduce the Revolving Loan Commitments shall be permanently reduced in an aggregate amount equal to 7550% of such Net Equity Securities Proceeds; provided that Company shall have delivered to Administrative Agent, and (2) on or before such date of receipt, an Officers' Certificate certifying as to the extent that facts giving rise to any Capital Contributions required to be made with such Net Equity Proceeds remain after the applications required pursuant to the foregoing clause (1)Securities Proceeds; provided, Company shall cause such remaining further, if Net Equity Securities Proceeds otherwise required to be applied used to prepay the remaining outstanding Loans by this clause (b) at any time do not equal or exceed $5,000,000, Company may defer prepayment and/or reduction of all other Borrowers and/or the Revolving Loan Commitments of all other Borrowers shall until aggregate Net Equity Securities Proceeds equal at least $5,000,000, such deferral to be permanently reduced, in each case on a pro rata basis (in accordance with evidenced by an Officers' Certificate setting forth the respective outstanding amount of Revolving Loan Commitments). In the case calculation of the receipt by Holdings of such Net Equity Proceeds from the issuance of any equity Securities of Holdings, Company shall cause Holdings to immediately contribute such Net Equity Proceeds to Company and Company shall apply such Net Equity Proceeds pursuant to this subsection 2.4A(iii)(d) as though initially received by Company from the issuance of its own equity SecuritiesProceeds.