Issuance of Equity Securities. 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 (i) pursuant to any employee stock or stock option compensation plan or any employment agreement, (ii) the receipt of a capital contribution from, or the issuance of Equity Interests to, Borrower or any of its Subsidiaries, (iii) the issuance of directors’ qualifying shares or of other nominal amounts of other Equity Interests that are required to be held by specified Persons under Applicable Law and (iv) in connection with a Permitted Majority Investment), Borrower shall prepay the Loans as set forth in Section 2.15(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; provided that if, as of the end of the most recent four consecutive Fiscal Quarter period (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Leverage Ratio as of the last day of such four consecutive Fiscal Quarter period), the Leverage Ratio determined on a Pro Forma Basis shall be 3.25:1.00 or less, Borrower shall only be required to make prepayments otherwise required hereby in an amount equal to 25% of such proceeds.
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 pursuant to any employee stock or stock option compensation plan, Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
Issuance of Equity Securities. Not later than the second Business Day following the date of receipt by the Company or any of its Subsidiaries of any cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, the Company or any of its Subsidiaries to any Person other than the Company or any of its Subsidiaries, the Company shall send a notice of redemption in accordance with Section 5.3 below and redeem the Notes in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.
Issuance of Equity Securities. Hereafter issue, sell, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award any Equity Security or option to acquire any Equity Security except to management, directors and employees of, and consultants to, the Company in compliance with Section 2.2 or Section 8.14 hereof. Without limiting the foregoing, if the Company intends to sell any Equity Security to any other person, the Company shall give notice thereof and provide a copy of the documents pertaining to the sale and defining the rights and privileges of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that the terms attendant to the sale of such Equity Security or the rights and privileges of such Equity Security are preferable to the rights held by the Purchaser ("Preferred Securities"), such Purchaser may elect to exchange the securities purchased hereunder for Preferred Securities, with all rights, privileges and terms of sale attendant thereto, by providing the Company with notice of such election within 30 days of its receipt of notice from the Company. Upon such notification, the Company shall enter into all necessary agreements with such Purchaser to exchange the securities purchased hereunder for such amount of Preferred Securities as would have a sale price equivalent to the greater of (i) the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time of such exchange. The "Fair Market Value" at any date of the securities purchased hereunder shall equal the sum of (i) the Current Market Price (as defined in the Certificate) of one share of Common stock multiplied by the sum of (w) the number of shares of Common Stock into which the Shares held by the Purchaser are then convertible and (x) the number of shares of Common Stock for which the Warrant held by the Purchaser would be exercisable in a cashless exercise and (ii) the greater of (y) the principal and accrued interest owing on any Exchange Note held by the Purchaser or (z) the Current Market Price multiplied by the number of shares of Common Stock into which such Exchange Note is then convertible.
Issuance of Equity Securities. On the third Business Day following receipt by any Parent Company of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, any Parent Company (other than from Sponsor, Holdings or any other Credit Party, or pursuant to any employee stock or stock option compensation plan), 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, during any 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(c) calculating the Leverage Ratio) shall be 3.50:1.00 or less, 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.
Issuance of Equity Securities. On the date of receipt by Holdings or any of its Subsidiaries after the Effective Date 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 any employee stock or stock option compensation plan), to the extent such proceeds are not used to pay Permitted Acquisition Expenses or, solely in the case of proceeds from Additional Sponsor Equity, Consolidated Capital Expenditures, Company shall prepay Loans and/or reduce Commitments as set forth in Section 2.16(b) in an aggregate amount equal to 75% of such remaining proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable fees and expenses of professional advisors; provided, during any 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 4.25:1.00 or less, Company shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to 50% of such net proceeds.
Issuance of Equity Securities. On the date of receipt by Holdings of any cash, Cash Equivalents or other proceeds from any capital contributions to, or issuances or other sales of or transactions with respect to any Equity Interests of Holdings or any of its Subsidiaries resulting in gross proceeds in excess of Seventy-Five Million Dollars ($75,000,000) in the aggregate in any six (6) month period after (but not including) the First Restatement Effective Date other than Equity Interests issued (i) pursuant to any employee stock or stock option compensation plan, or (ii) for purposes approved in writing by Administrative Agent, Borrower shall prepay the Loans and/or the applicable Term Loan Commitments shall be permanently reduced as set forth in Section 2.01(d) in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds. Notwithstanding the foregoing, no prepayment shall be required as a result of (x) the Equity Contribution (as described in the Merger Consent) upon the consummation of the De-SPAC Transaction, or (y) the issuance of Qualified Equity Interests of Holdings in accordance with the terms of the Note Purchase Agreement and the Convertible Notes and the Warrants (in each case as in effect on the date hereof or as amended from time to time to the extent permitted by the Pari Passu Intercreditor Agreement) and the Pari Passu Intercreditor Agreement to purchase, redeem, convert or otherwise exchange the Convertible Notes solely for Qualified Equity Interests of Holdings.
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. The Borrower will not, and will not permit any of its Subsidiaries to, issue any equity securities, including, without limitation, any issuance of warrants, options or subscription rights, unless (i) the Borrower receives solely cash proceeds from each such issuance, (ii) the Net Proceeds from such issuance are applied in accordance with Section 5.4.4 hereof and (iii) no Default or Event of Default has occurred and is continuing at the time any such issuance is consummated and none would exist after giving effect thereto.
Issuance of Equity Securities. On the date of receipt by Holdings or Company of any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, or the sale of any Capital Stock of, Holdings or any of its Subsidiaries (other than (i) any such capital contribution by, or issuance made to Sponsor or any Co-Investor or any of their Affiliates or a Permitted Investor or any of their Affiliates or (ii) pursuant to any employee stock or stock option compensation plan), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 75% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses; provided, however, that notwithstanding any of the foregoing to the contrary set forth in this Section 2.13(c), to the extent Holdings, Company and/or any of their Subsidiaries receives any Cash proceeds from the issuance of Capital Stock or the sale of Capital Stock of any of Holdings' Subsidiaries in connection with the creation of a Permitted Partially-Owned Subsidiary, Holdings or Company shall on an annual basis commencing December 31, 2001, apply the aggregate amount of such Cash proceeds received, to the extent such aggregate amount exceeds $250,000 per annum to prepay the Loans and/or reduce the Revolving Commitments in accordance with Section 2.14(b).
