Common use of Issuance of Equity Securities Clause in Contracts

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. Hereafter issueNo later than the fifth Business Day following the date of receipt by any Credit Party or any of their respective Restricted Subsidiaries of any Cash proceeds from a capital contribution to, sell, grant or award or enter into the issuance of 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 Capital Stock of, and consultants to, the Company in compliance with Section 2.2 such Credit Party or Section 8.14 hereof. Without limiting the foregoing, if the Company intends to sell any Equity Security to any of their respective Restricted Subsidiaries (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 than (i) the any issuance of Capital Stock of Holdings to officers, directors or employees of Holdings or its Restricted Subsidiaries pursuant to one or more bona fide stock option or purchase price paid by the Purchaser hereunder or plans, (ii) the Fair Market Value issuance of any common equity or preferred equity of Holdings on the Closing Date, (iii) any Permitted Equity Issuance, (iv) any capital contribution to, or issuance of Capital Stock of, Holdings, the net proceeds of which are used to substantially contemporaneously fund Consolidated Capital Expenditures, invest in Permitted New Venues or consummate a Permitted Acquisition or make other Investments pursuant to Section 6.07 (in the amount of Cash consideration paid to any Person (other than another Restricted Party) for any such Investment), in each case, to the extent permitted by this Agreement, (v) any capital contribution to, or issuance of Capital Stock of, Holdings, the net proceeds of which are applied to cure a breach of Section 6.08(e), or (vi) for purposes approved in writing by Administrative Agent and Requisite Lenders) (including any issuance of Capital Stock pursuant to the Cure Right in Section 6.08(g)), Company shall prepay the principal amount of the securities purchased hereunder at Loans and, after the time Term Loans have been repaid in full, the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to 100% of such exchange. The "Fair Market Value" at proceeds (or, with respect to proceeds of any date issuance of Capital Stock pursuant to the securities purchased hereunder shall equal the sum Cure Right in Section 6.08(g), 50% of (i) the Current Market Price (as defined such proceeds), net of underwriting discounts and commissions and other costs and expenses associated therewith, 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 each case, paid to non-Affiliates, including legal fees 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 convertibleexpenses.

Issuance of Equity Securities. Hereafter issueSubject to Section 2.12(b) and after the Discharge of First Lien Obligations, sellon the date of receipt by Borrower of any Cash proceeds from a capital contribution to, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award the issuance of any Equity Security or option to acquire any Equity Security except to management, directors and employees Interests of, Borrower or any of its Subsidiaries (other than (w) proceeds of Equity Interests of the Borrower (that are not Disqualified Equity Interests) issued to a Sponsor Affiliate that is not a Credit Party (provided no Default or Event of Default shall have occurred and consultants tobe then continuing), (x) proceeds of the Company in compliance with Section 2.2 or Section 8.14 hereof. Without limiting issuance of Equity Interests issued pursuant to the foregoingPlan, if the Company intends to sell any Equity Security (y) pursuant to any other personemployee stock or stock option compensation plan, the Company shall give notice thereof and provide a copy or (z) proceeds of the documents pertaining issuance of Equity Interests (that are not Disqualified Equity Interests), to finance the purchase of a Permitted Acquisition or Permitted Investment within 180 days of such issuance (provided no Default or Event of Default shall have occurred and be then continuing), Borrower shall prepay the Loans as set forth in Section 2.12(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 Secured Leverage Ratio (determined for any such period by reference to the sale and defining Compliance Certificate delivered pursuant to Section 5.1(d) calculating the rights and privileges Secured Leverage Ratio as of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that last day of 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 most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, Borrower shall only be required to make the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time prepayments and/or reductions otherwise required hereby in an amount equal to 25% 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 net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the greater prepayments and/or reductions otherwise required hereby; provided further, that notwithstanding anything to the contrary in this Section 2.11(c), 100% of (y) the principal proceeds of the Game Crazy IPO permitted by Section 6.7(j)(B), net of underwriting discounts and accrued interest owing on any Exchange Note held by commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, shall be applied to prepay the Purchaser or (z) the Current Market Price multiplied by the number of shares of Common Stock into which such Exchange Note is then convertibleLoans as set forth in Section 2.12(a).

Issuance of Equity Securities. Hereafter issueOn the fifth Business Day following date of receipt by Company of any Cash proceeds from a capital contribution to, sell, grant or award or enter into the issuance of 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 Capital Stock 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 Subsidiaries (other than (i) the purchase price paid Rights Offering and any equity contribution or investment made by Holding in Company with the Purchaser hereunder or proceeds thereof, (ii) the Fair Market Value Put-Related Equity Offering and any equity contribution or investment made by Holding in Company with the proceeds thereof, (iii) an equity contribution from Holding to Company to occur within 120 days of the securities purchased hereunder at Closing Date in an aggregate amount not to exceed $25,000,000, the time proceeds of which are on-lent pursuant to Section 6.1(e) or invested pursuant Section 6.7(n)(iii) to pay MSW Put-Related Costs, (iv) proceeds received by a Subsidiary of Company from Company or another Subsidiary of Company, (v) pursuant to any employee and/or director stock or stock option compensation plan and (vi) cash equity contributions from Holding to Company, the proceeds of which are used by Company or its Subsidiaries to fund Permitted Acquisitions (such contribution being an “Acquisition Holding Contribution”)), 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 exchange. The "Fair Market Value" proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses provided, that if any such commissions, costs or expenses have not been incurred or invoiced at such time, Company may deduct its good faith estimate thereof to extent subsequently paid; provided, further, that the amount of such proceeds required to be prepaid shall be reduced in an amount equal to the amount of proceeds Subsidiaries of Company are legally bound, or required, pursuant to the ARC Indenture, the ARC Refinancing Indenture, any date of New ARC Indenture, 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 MSW Indentures, MSW Refinancing Indenture, MSW Refinancing Notes, any New MSW Indenture or any refinancings thereof to use 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 convertibleprepayments thereunder.

Issuance of Equity Securities. Hereafter issueSubject to Section 2.12(b) and after Discharge of the First Lien Obligations, sellon the date of receipt by Borrower of any Cash proceeds from a capital contribution to, grant or award or enter into any agreement or adopt any plan to issue, sell, grant or award the issuance of any Equity Security or option to acquire any Equity Security except to management, directors and employees Interests of, and consultants to, the Company in compliance with Section 2.2 Borrower or Section 8.14 hereof. Without limiting the foregoing, if the Company intends to sell any Equity Security of its Subsidiaries (other than (x) pursuant to any other personemployee stock or stock option compensation plan, (y) up to $75,000,000 in the Company shall give notice thereof and provide a copy aggregate of the documents pertaining proceeds of the issuance of Equity Interests (that are not Disqualified Equity Interests) of the Borrower which are used to prepay, redeem, retire or purchase the Senior Notes (provided no Default or Event of Default shall have occurred and be then continuing), or (z) proceeds of the issuance of Equity Interests (that are not Disqualified 36 Equity Interests) to finance the purchase of a Permitted Acquisition or Permitted Investment within 180 days of such issuance (provided no Default or Event of Default shall have occurred and be then continuing)) Borrower shall prepay the Loans as set forth in Section 2.12(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 Secured Leverage Ratio (determined for any such period by reference to the sale and defining Compliance Certificate delivered pursuant to Section 5.1(c) calculating the rights and privileges Secured Leverage Ratio as of such Equity Security to the Purchasers. If any Purchaser, in its sole discretion, determines that last day of 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 most recently ended Fiscal Quarter) (i) shall be 2.50:1.00 or less, Borrower shall only be required to make the purchase price paid by the Purchaser hereunder or (ii) the Fair Market Value of the securities purchased hereunder at the time prepayments and/or reductions otherwise required hereby in an amount equal to 25% 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 net proceeds and (ii) shall be 2.00:1.00 or less, Borrower shall not be required to make the greater prepayments and/or reductions otherwise required hereby. (For the avoidance of doubt, it is hereby agreed that proceeds of Equity Interests (that are not Disqualified Equity Interests) not required to prepay Loans pursuant to this clause (c) may be used to prepay, redeem, retire or purchase Senior Notes in addition to the exclusion described in clause (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 convertibleabove.)

Issuance of Equity Securities. Hereafter issueNo later than five Business Days following the date of receipt by the Borrower or any of its Subsidiaries of any cash proceeds (net of reasonable attorneys’ fees, sellinvestment banking fees, grant accountants’ fees, underwriting discounts and commissions and other reasonable customary fees and expenses actually incurred in connection with the issuance of any equity securities by the Borrower or award any of its Subsidiaries) from the issuance of any equity securities of the Borrower or enter into any agreement of its Subsidiaries (other than (x) issuances of equity securities to (A) the Borrower, (B) any of the Borrower’s Subsidiaries (including Merger Sub and its Subsidiaries), (C) any Subsidiary that is the survivor of a merger, consolidation or adopt amalgamation with any plan to issue, sell, grant of the Borrower’s or award any Equity Security or option to acquire any Equity Security except to management, directors the Merger Sub’s other Subsidiaries as of the Closing Date and employees of, (D) the Former Subsidiary) 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 (y) pursuant to any compensation plan or substantially similar arrangement with respect to the former or existing employees, officers or directors of (A) the Borrower or any of its Subsidiaries, (B) the Merger Sub or any of its Subsidiaries, (C) the Former Subsidiary or (D) any other person, the Company shall give notice thereof and provide entity that was a copy Subsidiary of the documents pertaining Borrower or GSF prior to the sale Closing Date and defining that is no longer a Subsidiary of 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 Borrower or the rights and privileges of such Equity Security are preferable to Merger Sub on 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 Closing Date) (i) to the purchase price paid by extent such date of receipt occurs on or prior to the Purchaser hereunder or (ii) Closing Date, the Fair Market Value aggregate amount of the securities purchased hereunder at the time Lenders’ Commitments outstanding on such date shall be automatically and permanently reduced in an aggregate amount equal to 100% of such exchange. The "Fair Market Value" at any date net cash proceeds, such reduction to be allocated among the Lenders pro rata based on the amount 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 each such Lender’s Commitment outstanding on such date, and (ii) to the greater extent such date of (y) receipt occurs after the principal and accrued interest owing on any Exchange Note held by Closing Date, the Purchaser or (z) Borrower shall prepay the Current Market Price multiplied by the number Loans in an aggregate amount equal to 100% of shares of Common Stock into which such Exchange Note is then convertiblenet cash proceeds.