Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).
Permitted Debt Exchange Offer has the meaning specified in Section 2.20(a).
Permitted Debt Exchange Offer as defined in Subsection 2.9(a).
Examples of Permitted Debt Exchange Offer in a sentence
Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans exchanged pursuant to any Permitted Debt Exchange Offer.
Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans or Commitments exchanged pursuant to any Permitted Debt Exchange Offer.
No Lender shall have any obligation to agree to have any of its Term Loans exchanged for Permitted Debt Exchange Notes pursuant to any Permitted Debt Exchange Offer.
Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Initial Term B Loans or InitialAdditional Term B Commitments exchanged pursuant to any Permitted Debt Exchange Offer.
More Definitions of Permitted Debt Exchange Offer
Permitted Debt Exchange Offer has the meaning set forth in Section 2.18(a). “Permitted First Priority Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrowers or any other Loan Party in the form of one or more series of senior secured notes or loans; provided that such Indebtedness otherwise meets the requirements contained in the proviso to the definition of “Credit Agreement Refinancing Indebtedness”. “Permitted Holders” means each of (i) the Sponsor; (ii) the Management Equityholders; (iii) any Permitted Transferee of any of the foregoing Persons; and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) including any of the foregoing Persons; provided, that (x) any combination of such foregoing Persons referred to in clauses (i), (ii) and (iii) shall hold a majority of the aggregate voting interests in the Equity Interests of the Parent or the Relevant Public Company, as the case may be, held by all members of such combination and (y) as of the Closing Date, no other Person (together with its Affiliates) shall have more Equity Interests representing the ordinary voting power than the Sponsor (together with its Affiliates). “Permitted Initial Revolving Credit Borrowing Purposes” means one or more Borrowings of Revolving Credit Loans to fund a portion of the purchase price of the Acquisition, to finance working capital, including in respect of working capital adjustments or purchases of working capital under the Acquisition Agreement, and for other general corporate purposes not prohibited by the Loan Documents, in an aggregate amount not to exceed $1,000,000. “Permitted IPO Reorganization” means any transactions or actions taken in connection with consummating an initial public offering of the Lead Borrower or any direct or indirect parent thereof, so long as, after giving effect thereto, neither the value of the security interest of the Collateral Agent and the Lenders in the Collateral, taken as a whole (including as to the perfection and priority thereof), nor the value of the Guaranty, taken as a whole, is materially impaired. “Permitted Junior Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrowers or any other Loan Party in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indeb...
Permitted Debt Exchange Offer shall have the meaning provided in Section 2.17(a). “Permitted Encumbrances” shall mean: (a) Liens for Taxes, assessments or other governmental charges (including any Lien imposed by any pension authority or similar Liens) or claims that are not yet overdue by more than sixty days or more, or if more than sixty days overdue either (i) that are being diligently contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction or (ii) with respect to which the Borrower determines in good faith that the failure to make payment would not have a Material Adverse Effect; (b) Liens in respect of property or assets of the Borrower or any of its Restricted Subsidiaries imposed by Applicable Law, such as landlord’s, carriers’, warehousemen’s, repairmen’s, construction contractors’ and mechanics’ Liens, supplier of materials, architects’ and other similar Liens, in each case so long as such Liens arise in the ordinary course of business or consistent with past practice or industry norm, and secure amounts not overdue for a period of more than sixty days or, if more than sixty days overdue either (i) no action has been taken to enforce such Lien, (ii) such amount is being diligently contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction or (iii) with respect to which the failure to make payment would not have a Material Adverse Effect; (c) Liens arising from judgments, awards, attachments or decrees for the payment of money in circumstances not constituting an Event of Default under Section 11.9; (d) Liens incurred or pledges or deposits (i) made in connection with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance, employers’ health tax and other types of social security, employee source deductions, goods and services Taxes, sales Taxes, municipal Taxes, corporate Taxes and pension fund obligations or similar legislation, (ii) securing insurance premiums, other liabilities (including in respect of reimbursement and indemnified obligations) to insurance carriers under insurance or self-insurance arrangements (including in respect of deductibles, co-payment, co-insurance, self-insurance retention amounts and premiums and adjustments thereof),...
Permitted Debt Exchange Offer as defined in Section 2.23(a). “Permitted Securitization Financing”: any financing arrangement or factoring of Securitization Assets by the Borrower or any Subsidiary or any securitization facility of any Securitization Subsidiary of the Borrower, in each case, the obligations of which are non-recourse (except for Standard Securitization Undertakings) to the Borrower or any Subsidiary (other than any Securitization Subsidiary) in connection therewith. - 24-
Permitted Debt Exchange Offer as defined in Section 2.14(j).
Permitted Debt Exchange Offer has the meaning specified in Section 2.17(a). “Permitted Holders” means, collectively, (i) the Sponsor, (ii) Xxxxxx Xxxxx, the Management Stockholders (including any Management Stockholders holding Capital Stock through an equityholding vehicle) and rollover equity investors, (iii) any heirs, executors, administrators, -66- #96501157v12
Permitted Debt Exchange Offer has the meaning set forth in Section 2.23(a). “Permitted Holders” means (a) any member of the CD&R Group (in the case of any limited partners of, or other investors in, the CD&R Group, for purposes of the definition of “Change of Control”, the beneficial ownership of the Voting Stock of Holdings or any Parent Entity of such limited partner or other investor shall be limited to the extent of any Voting Stock of Holdings or such Parent Entity, or any interest therein, held by such Person that such Person shall have received by way of a dividend or distribution from a member of the CD&R Group); (b) any Management Investors; and (c) any Person acting in the capacity of an underwriter in connection with a public or private offering of Stock of Holdings or any of its Subsidiaries or of any Parent Entity; provided that any such underwriter shall cease to be a Permitted Holder on the date that is forty-five (45) days after the effective date of such public or private offering. “Permitted Intercompany Merger” means (a) a merger, amalgamation, consolidation, liquidation or dissolution solely of one or more Agilon Entities (provided that (i) in the case of a merger, amalgamation or consolidation involving Borrower, Borrower shall be the surviving entity, (ii) in the case of a merger, amalgamation or consolidation involving a Loan Party, the result of such merger, amalgamation or consolidation is that the surviving entity is or becomes a Loan Party on or prior to the date of such merger, amalgamation or consolidation, (iii) in the case of a merger, amalgamation or consolidation of Holdings in which Holdings is not the surviving entity, the Loan Party surviving such merger, amalgamation or consolidation pursuant to clause (ii) above undertakes all of the obligations of Holdings under the Loan Documents on or prior to the date of such merger, amalgamation or consolidation and shall be treated as “Holdings” for all purposes under this Agreement, (iv) in the case of a liquidation or dissolution of a Loan Party, all assets of such Agilon Entity that is liquidated or dissolved are transferred (subject to payment or provision for payment of outstanding liabilities and to pro rata transfers to other equity holders) to one or more Agilon Entities that are or become Loan Parties on or prior to the date of such transfer, (v) in the case of a liquidation or dissolution of a Non-Loan Party, all assets of such Agilon Entity that is liquidated or dissolved are transferred (subject t...
Permitted Debt Exchange Offer has the meaning specified in Section 2.19(a). “Permitted Equal Priority Debt” means Indebtedness (x) outstanding pursuant to the Existing First Lien Loan Documents (including any First Lien Term Loans) or (y) otherwise incurred by the Borrower or any other Credit Party and consisting of First Lien Obligations, Indebtedness secured by the Collateral on a “junior” basis to the Liens securing the Obligations or unsecured Indebtedness, in each case of the foregoing clauses (x) and (y), pursuant to Section 7.01(b) (including any guarantee thereof).