Consummation of Recapitalization. Filings; Consents 78 Section 9.04. Issuance of Warrants 79 Section 9.05. Certain Notifications 79 Section 9.06. Expenses 80 Section 9.07. Indemnity 81 Section 9.08. Exculpation, Indemnification and Expenses of the Trust and the Trustees 82
Consummation of Recapitalization. (i) The Recapitalization Agreement shall not have been amended and the fulfillment of any conditions set forth therein shall not have been waived, in each case unless such amendment or waiver is not adverse in any material respect to the interests of Lenders;
Consummation of Recapitalization. (i) The Merger Agreement shall not have been amended or supplemented (it being understood that any further agreements or understandings among the parties thereto relating to the Recapitalization, whether or not permitted or contemplated thereby, shall constitute supplements thereto for purposes of this condition) and the fulfillment of any conditions set forth therein shall not have been waived or otherwise modified, in each case in any respect that is materially adverse to the Lenders without the prior written consent of Agents; and (ii) the Merger shall have become effective in accordance with the terms of the Merger Agreement and the laws of the State of Delaware.
Consummation of Recapitalization. The Recapitalization shall have been consummated. For purposes of this Agreement, “Recapitalization” shall mean the transactions contemplated by: (1) the Debt Exchange Agreement dated as of January 10, 2003 by and between the Company and Bank One, N.A.; (2) the Stock Purchase Agreement dated as of January 10, 2003 by and among Bank One, N.A. and the purchasers named therein; (3) the Debt Exchange Agreement dated as of January 10, 2003 by and between the Company and Nortel Networks Inc.; (4) the Stock Purchase Agreement dated as of January 10, 2003 by and among Nortel Networks Inc. and the purchasers named therein; (5) the Debt Exchange Agreement dated as of January 10, 2003 by and between the Company and Toronto Dominion (Texas), Inc.; and (6) the Stock Purchase Agreement dated as of January 10, 2003 by and among Toronto Dominion (Texas), Inc. and the purchasers named therein.
Consummation of Recapitalization. All of the conditions to closing in favor of the Selling Stockholders or the Company set forth in the other Transaction Documents shall have been satisfied or waived by the Selling Stockholders or the Company, and Investor and its Affiliates shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by them on or prior to the Closing Date under the other Transaction Documents. -40- 42 ARTICLE 12 CONDITIONS TO OBLIGATIONS OF INVESTOR The obligation of Investor to consummate the Recapitalization is subject to the fulfillment, or written waiver by Investor, prior to or at the Closing of the following conditions:
Consummation of Recapitalization. The Recapitalization shall have been consummated or shall be consummated contemporaneously with the consummation of the transactions contemplated by this Agreement on terms substantially similar to those outlined in the Disclosure Statement. ARTICLE VI
Consummation of Recapitalization. The Borrower shall have consummated (or contemporaneously therewith will consummate) the Recapitalization and the other transactions contemplated by the Recapitalization and Stock Purchase Agreement in accordance with applicable law and pursuant to the Recapitalization and Stock Purchase Agreement, which Recapitalization and Stock Purchase Agreement shall not have been amended nor shall any provision thereof have been waived by any party thereto, in each case unless such amendment or waiver is not adverse in any material respect to the interests of the Lenders, and the Recapitalization and Stock Purchase Agreement shall have been approved by the Board of Directors of the Borrower (which approval shall not have been rescinded or withdrawn).
Consummation of Recapitalization. Agent shall have received evidence that the following transactions are consummated pursuant to agreements, documents and instruments satisfactory to Agent (acting reasonably) ("Recapitalization"): (i) U.S. Borrower shall have received at least $106,000,000 of new cash equity; and (ii) the U.S. Borrower's existing preferred Stock outstanding as of the date hereof shall have been converted to a new class of preferred Stock and/or common Stock;
Consummation of Recapitalization. With respect to the consummation of the Recapitalization, (i) all conditions to the Recapitalization set forth in Articles VII and VIII of the Recapitalization Agreement and related documents shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Agents, (ii) the Recapitalization shall have become effective in accordance with the terms of the Recapitalization Agreement and related documents, (iii) the Merger shall have become effective in accordance with the terms of the Recapitalization Agreement and related documents, the Certificate of Merger and the laws of the State of Delaware; (iv) the aggregate cash consideration paid to existing stockholders of Holdings and Company in connection with the Recapitalization shall not exceed $228,100,000, and (v) the Transaction Costs shall not exceed $35,400,000, and Agents shall have received evidence to their satisfaction to such effect.
Consummation of Recapitalization. On or prior to the Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and correct copies of the Recapitalization Documents, with those Recapitalization Documents which were executed on June 19, 1998 to be in the form so executed with such changes thereto or waivers therefrom to be reasonably satisfactory to the Administrative Agent and the Required Banks, and with all other Recapitalization Documents to be in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. All conditions precedent to the consummation of the Recapitalization as set forth in the Recapitalization Documents shall have been satisfied, and not waived unless consented to by the Administrative Agent and the Required Banks (which consent shall not be unreasonably withheld or delayed), to the reasonable satisfaction of the Administrative Agent and the Required Banks. The Recapitalization shall have been
