WITH RESPECT TO
SECTION 8.1(E) WHICH SHALL REQUIRE THE PRIOR WRITTEN CONSENT OF THE HOLDERS OF A
MAJORITY OF THE UNDERLYING COMMON STOCK), THE COMPANY SHALL NOT, NOR SHALL THE
COMPANY SUFFER OR PERMIT ANY MEMBER OF THE COMPANY GROUP TO, DIRECTLY OR
INDIRECTLY:
(A)
USE THE PROCEEDS FROM THE SALE OF THE SERIES D SHARES AND THE
WARRANTS HEREUNDER OTHER THAN (I) TO PAY THE CLOSING FEE, THE CRP FEE AND OTHER
FEES AND EXPENSES ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE RELATED DOCUMENTS, (II) FOR PERMITTED ACQUISITIONS AND (III)
FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES;
(B)
PRIOR TO THE THIRD ANNIVERSARY OF THE INITIAL CLOSING DATE,
CONSUMMATE A COMPANY SALE UNLESS THE AMOUNT OF CASH CONSIDERATION AND THE MARKET
PRICE (AS OF THE DATE OF RECEIPT) OF ANY OTHER CONSIDERATION RECEIVED BY THE
HOLDERS OF THE UNDERLYING COMMON STOCK, IN THE AGGREGATE, IN SUCH COMPANY SALE,
PLUS THE AGGREGATE VALUE OF ANY CASH HEREAFTER DISTRIBUTED OR ISSUED AS A
DIVIDEND OR DISTRIBUTION WITH RESPECT TO ANY OF THE SECURITIES IS EQUAL TO 175%
OF THE AGGREGATE AMOUNT OF CAPITAL INVESTED IN THE SECURITIES;
(C)
INCUR, CREATE, ASSUME OR IN ANY WAY BECOME LIABLE FOR ANY
INDEBTEDNESS FOR BORROWED MONEY, CAPITAL LEASES OR GUARANTEES UNLESS AT THE TIME
OF AND AFTER GIVING PRO FORMA EFFECT TO SUCH INCURRENCE AND THE APPLICATION OF
PROCEEDS THEREFROM, THE RATIO OF THE COMPANY'S INDEBTEDNESS FOR BORROWED MONEY
TO EBITDA WOULD BE LESS THAN OR EQUAL TO 2.0 TO 1.0.
SOLELY FOR PURPOSES OF
THIS SECTION 8.1(C), (X) INDEBTEDNESS FOR BORROWED MONEY SHALL MEAN ALL
OBLIGATIONS OF THE COMPANY GROUP FOR BORROWED MONEY WHICH SHOULD BE CLASSIFIED
UPON THE OBLIGOR'S BALANCE SHEET AS LIABILITIES, THE PRESENT VALUE OF ANY
CAPITAL LEASES AND THE AMOUNT OF ALL GUARANTEES (WHETHER OR NOT REQUIRED TO BE
REFLECTED ON SUCH OBLIGOR'S BALANCE SHEET AS LIABILITIES), IN EACH CASE AS
DETERMINED IN ACCORDANCE WITH GAAP, AND (Y) EBITDA SHALL MEAN THE NET INCOME OF
THE COMPANY GROUP (INCLUDING IN THE "COMPANY GROUP" FOR ALL PURPOSES OF THIS
SECTION 8.1(C)(Y), MAI SYSTEMS CORPORATION AND ITS DIRECT AND INDIRECT
SUBSIDIARIES, FOR THE
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ENTIRE PERIOD BEING MEASURED, REGARDLESS OF WHETHER SUCH PERIOD INCLUDES TIME
PERIODS PRECEDING THE ACQUISITION OF MAI SYSTEMS CORPORATION BY THE COMPANY),
(A) ADJUSTED FOR THE ELIMINATION OF THE FOLLOWING ITEMS IF, AND ONLY IF, SUCH
ITEMS SHALL NEVER REQUIRE THE EXPENDITURE OF CASH BY ANY MEMBER OF THE COMPANY
GROUP: (1) NON-CASH INTEREST; (2) NON-CASH EMPLOYEE COMPENSATION EXPENSE AND (3)
NONRECURRING NON-CASH CHARGES, (B) MINUS ANY EXTRAORDINARY GAINS AND OTHER
NON-RECURRING GAINS AND (C) PLUS TO THE EXTENT DEDUCTED FROM NET INCOME (1)
INCOME TAX EXPENSE; (2) DEPRECIATION AND AMORTIZATION EXPENSE AND (3) THE
AGGREGATE CASH INTEREST EXPENSE OF THE COMPANY GROUP PAID, PAYABLE OR ACCRUED
FOR SUCH PERIOD, ALL OF WHICH CALCULATIONS SHALL BE DETERMINED IN ACCORDANCE
WITH GAAP BASED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY GROUP
FOR THE 12 MONTH PERIOD ENDING ON THE LAST DAY OF THE