Equity Cure Clause Samples
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Equity Cure. (a) Notwithstanding anything to the contrary contained in this Section 11 or in any Credit Document, in the event that the Borrower fails to comply with the Leverage Ratio, then (A) until the expiration of the tenth Business Day subsequent to the date the compliance certificate for calculating the Leverage Ratio is required to be delivered pursuant to Section 9.1(c) (the “Cure Deadline”), the Borrower shall have the right to cure such failure (the “Cure Right”) by receiving cash proceeds (which cash proceeds shall be received no earlier than the first day of the applicable fiscal quarter for which there is a failure to comply with the Leverage Ratio) from an issuance of Qualified Equity Interests (other than Disqualified Stock) for cash as a cash capital contribution (or from any other contribution of cash to capital or issuance or sale of any other Equity Interests on terms reasonably acceptable to the Administrative Agent), and upon receipt by the Borrower of such cash proceeds (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, the Leverage Ratio shall be recalculated giving effect to the following pro forma adjustments:
(i) Consolidated EBITDAX shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the Leverage Ratio with respect to any Test Period that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;
(ii) Consolidated Total Debt for such Test Period shall be decreased solely to the extent proceeds of the Cure Amount, if any, are actually applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated Total Debt and any cash proceeds shall not be “netted” for purposes of ratio calculations with respect to any four fiscal quarter period in which the fiscal quarter period in which such equity cure has been made is included; and
(iii) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Leverage Ratio, the Borrower shall be deemed to have satisfied the requirements of the Leverage Ratio as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at...
Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower fails to comply with the requirement of the financial covenant set forth in Section 10.7, from the beginning of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period for which such financial covenant is being measured, any holder of Capital Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:
(a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenant set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;
(b) Consolidated First Lien Secured Debt shall be decreased solely to the extent proceeds of the Cure Amount are actually applied to prepay any of the Credit Facilities and there shall be no pro forma reduction in Indebtedness with the proceeds of the Cure Amount for determining compliance with the financial covenant set forth in Section 10.7 unless such proceeds are actually applied to prepay Indebtedness under the Credit Facilities; and
(c) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 10.7, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 10.7 as of the relevant date of determination with the same effect as though ther...
Equity Cure. (a) In the event that there is a breach of Clause 20.2 (Financial condition) in respect of a Test Date (each such Test Date a “Relevant Test Date”, and any Relevant Period in respect of such Relevant Test Date being a “Cure Relevant Period”), the Parent shall have the right (an “Equity Cure Right”) to procure the cure of such a breach in accordance with this Clause 20.4.
(b) If the Parent wishes to exercise an Equity Cure Right in respect of a Relevant Test Date and/or a Cure Relevant Period in relation to a breach of Clause 20.2 (Financial condition), it shall procure that after the Relevant Test Date but on or before the date falling 1 Month after the date by which the Parent is obliged to deliver a Compliance Certificate in respect of the Relevant Test Date to the Agent pursuant to the terms of this Agreement, the Parent receives an amount (the “Cure Amount”) of cash proceeds of either (i) the issuance of equity by the Parent or (ii) the provision of subordinated loans by one or more shareholders of the Parent (subordinated on terms acceptable to the Agent).
(c) Following the provision of a Cure Amount, the financial covenants set out at Clause 20.2 (Financial condition) shall be recalculated, and:
(i) for the purposes of paragraph (a) of Clause 20.2 (Financial condition), such Cure Amount shall be treated as having been deducted from Debt Service as at the Relevant Test Date; and
(ii) for the purposes of paragraph (b) of Clause 20.2 (Financial condition), such Cure Amount shall be treated as having been deducted from Funded Debt as at the Relevant Test Date, and if on such basis all such undertakings are satisfied, any breach of the same in respect of the Relevant Test Date shall be deemed to have been remedied.
(d) The Parent may not exercise an Equity Cure Right:
(i) in respect of two (2) successive Test Dates; or
(ii) on more than five (5) occasions following the date of this Agreement.
(e) Any Cure Amount provided to the Parent pursuant to this Clause 20.4 shall promptly, and in any event within five (5) Business Days of receipt, be applied by the Parent in prepayment of the outstanding Loans whereupon the Available Commitment shall be cancelled in an amount equal to such Cure Amount in accordance with paragraph (b) of Clause 7.9 (Application of prepayments).
(f) The Majority Lenders may elect to waive the cancellation of the Available Commitments under paragraph (e) above.
Equity Cure. 21.3.1 In this Clause:
Equity Cure. (a) If there is a breach of the Maintenance Covenants, no Event of Default will occur if, within twenty Business Days of a delivery of the relevant Compliance Certificate evidencing that breach, the Issuer has received equity injection in cash in the form of a share issue or an unconditional shareholder contribution and has deposited such equity injection in an amount sufficient to ensure compliance with the Maintenance Covenants, as at the relevant test date (the "Cure Amount") on a bank account (the "Cure Account") pledged in favour of the Bondholders and the Trustee. The Issuer shall notify the Bondholders of any deposition of the Cure Amount on the Cure Account.
(b) The Issuer shall at any time (upon the request by the Trustee (upon the instruction by the bondholders)) apply the deposited Cure Amount towards prepayment of the Bonds pro rata with minimum SEK 1 per Bond and shall be an even amount in Swedish Kronor and rounded down to the nearest SEK 1. If prepayment of the Bonds can not be made with minimum SEK 1, the amount shall be deposited to a blocked account to be used upon the next following prepayment. Any such repayment shall be made with with a premium on the due and payable amount as set forth in the Call Option Amount for the relevant period.
Equity Cure. Notwithstanding anything to the contrary contained in this Section 11, in the event that Holdings fails to comply with the requirement of the financial covenants set forth in Section 10.7, from the end of such applicable Test Period until the expiration of the 10th Business Day following the date the Section 9.1 Financials in respect of such fiscal period for which such financial covenant is being measured are required to be delivered pursuant to Section 9.1, any holder of Capital Stock or Stock Equivalents of Holdings (other than a Restricted Subsidiary of Holdings) or any direct or indirect parent of Holdings shall have the right to cure such failure (the “Cure Right”) by causing cash net equity proceeds derived from an issuance of Capital Stock or Stock Equivalents (other than Disqualified Stock, unless reasonably satisfactory to the Administrative Agent) by Holdings to be contributed as common equity to the Borrower, and upon receipt by the Borrower of such cash contribution (such cash amount being referred to as the “Cure Amount”) pursuant to the exercise of such Cure Right, such financial covenant shall be recalculated giving effect to the following pro forma adjustments:
(a) Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of an Event of Default resulting from a breach of the financial covenants set forth in Section 10.7 with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;
Equity Cure. Solely for purposes of determining compliance with the financial covenants set forth in this Section 6.01, Eligible Equity Proceeds received after the Closing Date and on or prior to the earlier of the date on which the Guarantor’s Forms 10-K or 10-Q are filed or required to be filed in respect of the fiscal quarter most recently ended (the "Specified Fiscal Quarter") shall, at the request of Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Sections 6.01(a) and (b) above for the Specified Fiscal Quarter (and will remain in the calculation of Consolidated EBITDA for such Specified Fiscal Quarter when calculating compliance with Sections 6.01(a) and (b) for the subsequent three quarter ends which include such Specified Fiscal Quarter) (any such equity contribution so included in the calculation of Consolidated EBITDA, a "Specified Equity Contribution"); provided that (i) there shall not be more than two Specified Equity Contributions during the term of this Agreement and (ii) not more than one Specified Equity Contribution may be made in any four quarter period. For the avoidance of doubt, all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement.
Equity Cure. The Borrower may cure a breach of a financial covenant set out in Clause 19.1 (Financial undertakings) by effecting additional Equity Contributions in an amount at least sufficient to cure the breach, provided that:
(a) such Equity Contributions must be applied to permanently prepay the Facility no later than 30 days after the day on which the Compliance Certificate is due to be delivered;
(b) there shall be:
(i) no more than two (2) cures over the term of the Facility;
(ii) no more than one (1) cure in any 12 month period; and
(iii) no cures for consecutive Compliance Dates; and
(c) an updated Compliance Certificate is delivered as at the date that the equity cure payment is made showing compliance with the financial covenants set out in Clause 19.1 (Financial undertakings) following application of the cure.
Equity Cure. (a) If CVC determines in good faith, after consultation with the Board, that it is necessary that the Stockholders subscribe for additional Company Capital Stock in order to prevent or cure or enable the Company to prevent or cure a breach in respect of any of the Senior Credit Facilities (an “Equity Cure”), CVC may cause the Board to request (an “Equity Cure Request”) that each Stockholder subscribe for additional Company Capital Stock in respect of such Equity Cure. Such Equity Cure Request must (i) be made in writing to all of the Stockholders; (ii) provide for at least ten (10) Business Days’ advance notice before the amount requested is due and payable and (iii) apportion the amount of the Equity Cure Request among the Stockholders pro rata in proportion to their respective Pro Rata Portion. Within ten (10) Business Days after receipt of such Equity Cure Request (or such later date as may be specified in the particular request), each Stockholder that desires to subscribe for additional Capital Stock in response to such Equity Cure Request shall pay in cash to the Company an amount equal to such Stockholder’s Pro Rata Portion thereof and deliver to the Company contemporaneously therewith a duly signed counterpart of any such agreement as the Company may reasonably require to document such subscription. For the avoidance of doubt, no Stockholder shall be required to subscribe for additional Company Capital Stock in response to an Equity Cure Request.
(b) If a Stockholder fails to subscribe for additional Company Capital Stock in response to an Equity Cure Request within the 10 Business Day period and in the manner otherwise specified in Section 5.08(a) (each such Stockholder, a “Non- Subscribing Stockholder”), the Company shall provide notice thereof to those of CVC, Parcom and ▇▇▇▇▇▇▇ ▇▇▇▇▇ that are not Non-Subscribing Stockholders, each of whom may elect to subscribe for all or a portion of the aggregate amount of the Equity Cure Request not subscribed by all Non-Subscribing Stockholders (the sum of all such amounts, the “Failed Subscription”; and each of CVC, Parcom and ▇▇▇▇▇▇▇ Sachs, if it elects to subscribe for any portion thereof, an “Additional Subscribing Stockholder”) in such proportions as they may agree or, failing agreement, pro rata in proportion to their respective Pro Rata Portions. Each such additional subscription shall be made by the Additional Subscribing Stockholder within ten (10) Business Days after notification of the Failed Subs...
Equity Cure. (a) If, as at the end of any Relevant Period, the Company is in breach of its obligations under one or more of paragraphs (a), (b) or (c) of Clause 22.2 (Financial condition), the Company shall be entitled to remedy that breach by applying the proceeds of New Shareholder Injections in or towards prepayment of the Utilisations in accordance with this Clause 22.4 and Clause 8.3 (Application of mandatory prepayments and cancellations).
(b) Any New Shareholder Injections must be provided within 10 Business Days of the date of delivery to the Agent of the financial statements and the Compliance Certificate in which such breach was evidenced.
(c) The Company may not apply the proceeds of New Shareholder Injections pursuant to this Clause 22.4:
(i) more than four times over the life of the Facilities; or
(ii) in respect of two consecutive Relevant Periods.
(d) The Company will apply all amounts of any New Shareholder Injections made for the purposes of this Clause 22.4 (Equity Cure) upon receipt in prepayment of the Utilisations as if that prepayment was a mandatory prepayment applied in accordance with Clause 8.3 (Application of mandatory prepayments and cancellations).
(e) The amount of any New Shareholder Injections applied in prepayment of Utilisations pursuant to this Clause 22.4 in respect of a breach which occurred during or at the end of a Relevant Period shall:
(i) for the purposes of paragraph (a) of Clause 22.2 (Financial condition), be deemed to have been received on the first day of the last Financial Quarter forming part of that Relevant Period and included in the calculation of Cashflow;
(ii) for the purposes of paragraph (b) of Clause 22.2 (Financial condition), be deemed to have increased the Cashflow during that Relevant Period; and
(iii) for the purposes of paragraph (c) of Clause 22.2 (Financial condition), be deemed to have reduced the Total Debt as at the end of that Relevant Period; and the financial covenants set out in paragraphs (a) to (c) (inclusive) of Clause 22.2 (Financial condition) shall be recalculated accordingly.
(f) For the avoidance of doubt any New Shareholder Injections applied in accordance with this Clause 22.4 to remedy a breach of a financial covenant may be deemed to have been applied to adjust the calculation of Cashflow, Finance Charges and Total Debt as set out above for any Relevant Period which includes the last Financial Quarter of the Relevant Period in respect of which the breach occurred, but not in any other c...