Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received $50,000,000 in gross proceeds from borrowings under the Senior Unsecured Note Purchase Agreement. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, (or the express authority to file) such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.
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Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.
(ii) Borrower Holdco shall have received not less than $50,000,000 25.0 million in gross proceeds (prior to any applicable original issue discount) from borrowings under the Senior Unsecured Note Purchase Agreementissuance and sale of the Additional Holdco Notes.
(iii) The Equity Financing shall have been consummated. The terms of the Equity Financing shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents.
(iv) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, (or the express authority to file) such UCC termination statements, PPSA financing charge statements, mortgage releases, releases of assignments of leases and rents, releases of security interests Liens in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.
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Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Loan Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.
(ii) Borrower The Lenders shall have received $50,000,000 be satisfied with the management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in gross proceeds from borrowings under connection with the Senior Unsecured Note Purchase AgreementTransactions.
(iii) The Equity Financing shall have been consummated. The terms of the Equity Financing shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents.
(iv) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders under the Existing Credit Agreement being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced re-financed in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, (or the express authority to file) such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.
(iv) AGS Capital and its Subsidiaries shall have no less than $1,000,000 of “unrestricted” cash (it being understood that for purposes of this Section 4.01(d)(iv), (x) unrestricted cash shall not include any cash to the extent the use of such cash for application to the payment of the Term Loans is prohibited by law or any contract to which AGS Capital or any of its Subsidiaries is a party and (y) unrestricted cash shall include any cash that is subject to a Lien in favor of the collateral agent in connection with the Existing Credit Agreement).
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Financings and Other Transactions, Etc. (i) Each of the Transaction Documents shall be in full force and effect on the Closing Date. The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects case, in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of giving effect to any such terms not approved by the Administrative Agent and the Arrangers other than any waiver waiver, modification or amendment thereof that is not materially adverse to the interests of Lenders unless such waiver, modification or amendment is approved by the LendersAdministrative Agent.
(ii) The proceeds of the IPO and cash and Cash Equivalents of Borrower and its Subsidiaries shall have received $50,000,000 be sufficient to repay in gross proceeds from borrowings under full the Senior Unsecured Note Purchase AgreementTerm Loan Indebtedness and to pay all related fees, commissions and expenses.
(iii) The Equity Financing After giving effect to the Transactions, Borrower and its Subsidiaries shall have been consummated. The terms of the Equity Financing shall not require any payments outstanding no Indebtedness or Preferred Stock (or direct or indirect guarantee or other distributions of cash or property credit support in respect thereof thereof) other than payments in kind, or (x) the Loans and (y) any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsIndebtedness listed on Schedule 4.01(d)(iii).
(iv) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing on any such debt, (or the express authority to file) Collateral that is not a Permitted Lien such UCC termination statements, statements and executed mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested necessary to release and terminate of record the Liens securing such debt.
(v) The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that Pubco has received net cash proceeds from the IPO of not less than $100,000,000 (subject to reduction for actual out-of-pocket and reasonable expenses and fees in connection therewith), and that in connection therewith, such proceeds have been applied to the repayment in full of the Term Loan Indebtedness.
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Samples: Credit Agreement (Edgen Group Inc.)
Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.
(ii) Borrower shall have received $50,000,000 in gross proceeds from borrowings under the Senior Unsecured Note Purchase Agreement.
(iii) The Equity Financing shall have been consummated. The terms of the Equity Financing shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents.
(iv) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of granted pursuant to the existing lenders securitization transaction documents being unconditionally released or unconditionally committed to be released; the Administrative Agent shall have received a “"pay-off” " letter in form or transfer agreement transferring all receivables and substance reasonably satisfactory other related rights from the purchasers to Massey Receivables Corporation and a subsequent transfer of such recxxxxxxes and related rights to the Administrative Agent originators of such receivables and related rights with respect to all debt obligations being refinanced in the Refinancing; and the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, (or the express authority to file) such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property any blocked accounts and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. The Administrative Agent shall have received a copy of the November 10, 2003 payoff letter relating to the CitiBank Facility under which Citicorp North America, Inc., unconditionally commits to release all Liens created under the CitiBank Facility, including filing of UCC termination statements and the delivery to the Collateral Agent (at the direction of the Administrative Agent) of all stock certificates, instruments, promissory notes and other collateral held in its possession (and all such release documents shall be, in each case, in form and substance reasonably satisfactory to the Administrative Agent) and the Administrative Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent of the receipt by Citicorp North America, Inc. of the payment required to give rise to the aforementioned commitment to release all Liens.
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Samples: Credit Agreement (Massey Energy Co)
