Common use of Equity Issuance Clause in Contracts

Equity Issuance. Not later than the date falling five Business Days after any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as provided above).

Equity Issuance. Not later than the date falling five Business Days after any The Borrower will not effect an Equity Issuance; provided that the Borrower may (a) (i) issue its Class A Common Stock as contemplated by the Baker Stock Option Agreement, the Borrower shall prepay Corporate Employee Stoxx Xxtion Agreement, the LoansStation Employee Stock Option Agreement and the Designated Employee Stock Option Plan and (ii) make an Equity Issuance pursuant to the Columbus Option Agreement; (b) issue Other Preferred Stock (and any of its Class A Common Stock upon the conversion of any Other Preferred Stock), and/or provided that the Commitments Net Available Proceeds of such Other Preferred Stock shall be subject applied to automatic reductionthe prepayment of Revolving Credit Loans as provided in Section 2.09(b)(ii) hereof; and (c) make any other Equity Issuance so long as, in the case of this clause (c) only, (i) such Equity Issuance is an aggregate amount equal to the lesser of Equity Public Offering, (xii) 50% of after giving effect thereto, no Default shall have occurred and be continuing and (iii) the Net Available Proceeds thereof shall be applied within the Specified Number of days after receipt by the Borrower thereof, to finance (w) the purchase by the Borrower of the Seller Stock and transaction expenses in connection therewith, (x) the consummation of any Acquisition and transaction expenses in connection with such Acquisition, (y) the redemption of the Existing Preferred Stock as permitted by Section 9.09(g) hereof or the New PPI Preferred Stock as permitted by Section 9.09(h) hereof or (z) any combination of the foregoing clauses (w), (x) and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date ), provided that 80% of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) any portion of this paragraph. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact not so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed applied to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, prepayment of Loans as provided above)in Section 2.09(b)(i) hereof.

Equity Issuance. Not later than the date falling five Business Days after Upon any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 0% of the lesser Net Available Proceeds thereof until the aggregate Net Available Proceeds of such Equity Issuance and all prior Equity Issuances (xincluding Equity Issuances covered by the last sentence of this paragraph) exceed $5,000,000; 25% of the Net Available Proceeds of such Equity Issuance to the extent the Net Available Proceeds of such Equity Issuance, together with all prior Equity Issuances, exceed $5,000,000 and do not exceed $10,000,000; and 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment Equity Issuance to 3.50 to 1.00the extent the Net Available Proceeds of such Equity Issuance, together with all prior Equity Issuances, exceed $10,000,000; such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (viiii) of this paragraph. Notwithstanding the foregoing, the Borrower shall not be required to make following a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 daysSpecial Disposition, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as provided above)in an aggregate amount equal to 100% of the Net Available Proceeds of all Equity Issuances until the Lenders have received an amount equal to the amount by which Net Available Proceeds is reduced by the application of clause (iii) of paragraph (a) of the definition of Net Available Proceeds, after which Net Available Proceeds shall be applied in accordance with the rest of this paragraph."

Equity Issuance. Not later than In exchange for the date falling license by Licensor to Dermata of the Harvest Know-How and Patents related to the harvest, storage and handling of Sponge from its initial harvest through preparation as a pharmaceutical ingredient, as effectuated by this Amendment, and concurrently with the initial closing described below Dermata shall deliver to Licensor Series 1C preferred units in Dermata on and with the terms set forth on the Term Sheet attached as Annex A hereto, or on such other superior terms as agreed to by all other Series 1C Investors, in an amount which equals five Business Days after any Equity Issuancepercent (5%) of the fully-diluted capitalization of Dermata immediately following such initial closing (the “Exchange”). Licensor shall be granted all rights, preferences and privileges that a cash investor of a like number of units would receive. The Series 1C preferred units shall be issued concurrently with the Borrower shall prepay the Loansinitial closing of such financing, and/or the Commitments shall and be subject to automatic reductionall conditions applicable to cash investors in that financing (other than payment of money), in an aggregate amount equal to including meeting the lesser of (x) 50% of $4 million closing condition, not including the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of units issuable under this paragraph, as a prerequisite to closing the financing. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which such Net Available Proceeds are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in In the event that Net Available Proceeds from more than one Equity Issuance additional Series 1C preferred units are retained issued subsequent to the initial closing, Dermata shall deliver to Licensor additional Series 1C preferred units so that the aggregate number of units issued to Licensor equal five percent (5%) of the fully-diluted capitalization of Dermata after giving effect to such additional issuances and the units issued hereunder. In the event that such initial closing, and issuance of the Series 1C preferred units to Licensor has not occurred by June 30, 2019, and Licensor has not granted an extension (in its sole discretion) the Borrower pending application, such Net Available Proceeds License Agreement shall be deemed automatically terminated. Licensor’s receipt of the forgoing equity interests will be characterized for income tax purposes as received in exchange for the contribution of property to be applied in Dermata under Section 721(a) of the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reductionInternal Revenue Code of 1986, as provided above)amended. Dermata will use the “traditional method” under Section 704(c) of the Internal Revenue Code of 1986, as amended, to account for any variation between the adjusted tax basis of such property and its fair market value at the time of contribution.

Equity Issuance. Not later than the date falling five Within 10 Business Days of an Equity Lender providing Atlas an Instruction Letter, such Equity Lender shall have received its proportionate number of shares (calculated as of the Restatement Effective Date by such Equity Lender) of Holdings Common Stock which in the aggregate for all Equity Lenders shall be an amount equal to 1.266% of the equity value of Holdings (prior to giving effect to any employee compensation plan), on terms specified in the Plan of Reorganization: THEN (I) (i) upon the occurrence of any Event of Default described in subsection 7.6 or 7.7, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower and (ii) upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to the Borrower, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable and (II) upon the occurrence of any Event of Default, the Administrative Agent, upon the written request of the Requisite Lenders, shall, by written notice to the Borrower, enforce all of the Liens and security interests created pursuant to the Collateral Documents and exercise all other remedies at law or in equity or in admiralty available under the Loan Documents. If, at any time within 60 days after any Equity Issuancean acceleration of the Loans pursuant to the preceding paragraph, the Borrower shall prepay pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to the lesser of (x) 50% of the Net Available Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio on the date of such prepayment to 3.50 to 1.00, such prepayment and/or reduction to be effected in each case in the manner that is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 9.6, then Requisite Lenders, by written notice to the extent specified in clause (vi) of this paragraph. Notwithstanding the foregoingBorrower, the Borrower may at their option rescind and annul such acceleration and its consequences, but such action shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no affect any subsequent Event of Default has occurred and is continuing on such date or during the period Potential Event of up to 180 days referred to below in clause (C) Default or impair any right consequent thereon. The provisions of this paragraph (ii) prior are intended merely to bind the Lenders to a decision that may be made at the election of Requisite Lenders and are not intended to benefit the Borrower and do not grant to the date on which such Net Available Proceeds Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are applied, (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as provided above)met.

Equity Issuance. Not later Upon the issuance and sale by the Borrower of any of its Equity Interests (other than the date falling five Business Days after any Excluded Equity IssuanceIssuances), the Borrower shall shall, subject to Section 2.07(c)(vii), prepay the LoansRevolving Advances, and/or as set forth in Section 2.07(c)(vi), or make deposits into the Commitments shall be subject XX Xxxx Collateral Account to automatic reductionprovide cash collateral for the Letter of Credit Exposure, or any combination of the foregoing, in an aggregate amount equal to the lesser of (x) 50% of the all Net Available Cash Proceeds thereof and (y) an amount necessary to reduce the Pro Forma Total Leverage Ratio received by it therefrom on the date of such prepayment to 3.50 to 1.00next Business Day following receipt thereof by the Borrower; provided, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (vi) of this paragraph. Notwithstanding the foregoinghowever, that the Borrower shall not be required to make a prepayment deposits into the XX Xxxx Collateral Account (x) until the Revolving Advances have been repaid in full and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii(y) with respect unless and only to the Net Available Proceeds from an Equity Issuanceextent that, so long as (A) no Default has occurred and is continuing on such date date, the XX Xxxx Collateral Account contains an amount less than 100% of the Letter of Credit Exposure on such date; provided, further, however, that at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or during the period of up to 180 days referred to below in clause (C) of this paragraph (ii) prior to the date on which of receipt of such Net Available Proceeds are appliedCash Proceeds), (B) and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower advises may reinvest or commit to reinvest such proceeds in assets and properties of the Administrative Agent no later than five Business Days after nature described in clause (2) of Section 2.07(c)(iii)(B) or for other corporate purposes within 365 days of receipt of such Equity Issuance that Net Cash Proceeds and pending application of such proceeds, the Borrower intends to retain may apply such proceeds as provided in Section 2.07(c)(iii)(D); and provided, further, however, that if any Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Cash Proceeds shall not be deemed to expended in accordance with this Section 2.07(c)(iv) within such period or if an Event of Default shall subsequently occur and be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 dayscontinuing, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reductionRevolving Advances, as provided aboveset forth in Section 2.07(c)(vi), or make deposits into the XX Xxxx Collateral Account to provide cash collateral for the Letter of Credit Exposure, or any combination of the foregoing, in an amount equal to the remaining Net Cash Proceeds, if any; provided, however, that the Borrower shall not be required to make deposits into the XX Xxxx Collateral Account (x) until the Revolving Advances have been repaid in full and (y) unless and only to the extent that, on such date, the XX Xxxx Collateral Account contains an amount less than 100% of the Letter of Credit Exposure on such date.

Equity Issuance. Not later If the Company shall issue new common or preferred equity after the Closing Date (other than issuances in connection with an Acquisition (to the date falling five Business Days after extent such equity is issued to the seller as consideration in connection with such Acquisition) or in connection with the exercise by employees of the Company or any Equity Issuanceof its Subsidiaries pursuant to an employee stock option plan), the Borrower Company shall (i) promptly provide written notice to the Agent of the estimated Net Issuance Proceeds of such issuance to be received by the Company and (ii) promptly upon receipt by the Company of such Net Issuance Proceeds, the Company shall, (x) in the event that the Term Loan remains outstanding on such date, prepay the Loans, and/or the Commitments shall be subject to automatic reduction, Term Loans in an aggregate amount equal to the lesser of (x) 50100% of the amount of such Net Available Proceeds thereof Issuance Proceeds, FIRST, to the repayment of the next Scheduled Repayment, and SECOND, ratably among all remaining Scheduled Repayments, and (y) in the event that the Term Loan has been repaid in full prior to such date and the Leverage Ratio is greater than or equal to 3.00:1.0 on such date, prepay in an aggregate amount necessary to reduce the Pro Forma Total achieve a Leverage Ratio on the date of such prepayment calculated pursuant to 3.50 SECTION 8.16 equal to 1.00or less than 3.00:1.0 FIRST, such prepayment and/or Swing Line Loans (without any reduction to be effected in each case in the manner Swing Line Loan Commitments) and to SECOND, Revolving Loans (without any reduction in the extent specified in clause (vi) Revolving Loan Commitment); PROVIDED HOWEVER, that not withstanding the requirements of this paragraph. Notwithstanding the foregoingSECTION 2.09(C), the Borrower shall not be required to make a prepayment and the Commitments shall not be subject to automatic reduction pursuant to this Section 2.10(b)(ii) with respect to the Net Available Proceeds from an Equity Issuance, so long as (A) no Default has occurred and is continuing on such date or during offering by the period Company of up to 180 days referred 6,300,000 shares of its common stock pursuant to below Form S-1 under registration number 333-84985 (the"1999 Offering"), the Company shall apply an amount equal to (i) 60% of such Net Issuance Proceeds of the 1999 Offering to prepay Term Loans, applied to pay (x) the September 30, 1999 Scheduled Repayment in clause full, (Cy) in the amount of this paragraph $500,000 with respect to the December 31, 1999 Scheduled Repayment and (z) to the remainder Scheduled Repayments in inverse order of maturity and (ii) prior to the date on which 40% of such Net Available Issuance Proceeds are applied, of the 1999 Offering to prepay Revolving Loans (B) the Borrower advises the Administrative Agent no later than five Business Days after such Equity Issuance that the Borrower intends to retain such Net Available Proceeds and apply the same to make Permitted Acquisitions and (C) the Net Available Proceeds so retained from such Equity Issuance are in fact so applied within 180 days of such Equity Issuance (it being understood that in the event that Net Available Proceeds from more than one Equity Issuance are retained by the Borrower pending application, such Net Available Proceeds shall be deemed to be applied in the same order in which such Equity Issuances occurred and, accordingly, with respect to any such Net Available Proceeds so retained for more than 180 days, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic without a Commitment reduction, as provided above).