Junior Capital Sample Clauses

Junior Capital. Copies to the Administrative Agent promptly, and in any case not later than five (5) Business Days following the effectiveness thereof (or such longer period as may be agreed by the Administrative Agent), (i) of any amendment, amendment and restatement, modification or supplement to any indenture, note purchase agreement or other document or instrument evidencing or governing Junior Capital (collectively, “Junior Capital Documents”) and (ii) of any notice received by any Loan Party or Subsidiary of a Loan Party with respect to any change of identity, name or address of the trustee, administrative agent, or similar authorized representative of the holders of any Junior Capital (or, if no such representative exists, the holder of Junior Capital) for purposes of notices under any Junior Capital Document.”

Junior Capital. If, at any time prior to the date upon which the Company obtains an Investment Grade Rating, the Company shall sell or issue any Junior Capital, 40% of the net cash proceeds from the sale or issuance of such Junior Capital shall be applied by the Company within one Business Day from the date of receipt of such proceeds to the prepayment of Senior Indebtedness of the Company on a pro rata basis based on the unpaid principal amount of Senior Indebtedness outstanding on the date of such prepayment (assuming for purposes of such calculation that the maximum commitment under the Bank Credit Agreement is outstanding). At any time prior to the date upon which the Company obtains an Investment Grade Rating, any prepayment of the Notes with the proceeds from the sale of Junior Capital shall be made pursuant to §2.2, except that no Make-Whole Amount shall be required to be paid in connection with such prepayment. Any prepayment of the Notes with the proceeds from the sale of Junior Capital, on or after the date upon which the Company obtains an Investment Grade Rating shall be made in accordance with §2.2, including payment of the applicable Make-Whole Amount.

Junior Capital. At least 5 Business Days prior written notice to the Agent, Lxxxxxx and White & Case, LLP as counsel to the Lenders of the proposed entry into an agreement for the issuance or incurrence of any Junior Capital and copies of all proposed execution versions of all agreements to be entered into in connection with such issuance or incurrence.

Junior Capital. Sub-clause 5(i) of Schedule 5.03 of the Existing Financing Agreement is hereby amended and restated in its entirety to read as follows: (i) (x) On or prior to March 31, 2023, the De-SPAC Mergers shall have been consummated in accordance with the De-SPAC Documents in all material respects and the pre- money enterprise value of the De-SPAC Parent shall be at least $575,000,000, and (y) (A) on or prior to March 31, 2023 (or such later date as may be agreed in writing (which may be via e-mail) by Administrative Agent in its sole discretion), the sum of (1) Net Cash Proceeds of Subordinated Indebtedness obtained by the Loan Parties, (2) Net Cash Proceeds obtained by the Loan Parties from the issuance of Equity Interests of the Borrower (or its direct or indirect parent companies) (such Net Cash Proceeds received in connection with the foregoing clauses (1) and (2), the “Junior Capital”), (3) cash and Cash Equivalents from the Trust Account (as defined in the De-SPAC Merger Agreement) after giving effect to the completion and payment of the Redemption (as defined in the De-SPAC Merger Agreement), in each case of clauses (1) through (3), received by the Borrower after the Amendment No. 2 Effective Date shall be at least $8,000,000 in the aggregate,

Junior Capital. The Borrowers shall have received proceeds of at least $250,000,000 in consideration of the issuance of the New Senior Subordinated Notes, upon terms and conditions reasonably satisfactory to the Administrative Agent and the Lenders. The Administrative Agent shall have received copies of the New Senior Subordinated Debt Documents, certified by a Financial Officer as complete, true and correct. Proceeds received by the Borrowers from the issuance of the New Senior Subordinated Notes shall have been used to consummate the Debt Tender Offer, to pay fees, commissions and expenses related to the issuance of the New Senior Subordinated Documents and the Debt Tender Offer and the other Transactions.

Junior Capital. No later than March 21, 2025, incur the Junior Capital and deliver to the Agent copies of the Intercreditor Agreement (if applicable) and the Junior Capital Documents, each in form reasonably satisfactory to the Agent and duly executed by the parties thereto.” (f) Section 7.03(a) of the Financing Agreement is amended and restated in its entirety as follows:

Junior Capital. Following (a) the First Junior Capital Raise, the sum of (x) the aggregate outstanding principal amount of all Junior Capital in the form of Indebtedness (net of any repayments, prepayments or repurchases) plus (y) the cash proceeds of all Junior Capital in the form of equity (as reduced by any dividends, redemptions or repurchases of such equity) issued in the First Junior Capital Raise shall at any time be less than $22.5 million, (b) following the Second Junior Capital Raise, the sum of (x) the

Junior Capital. Agent shall have received (i) evidence satisfactory to Agent that Parent shall have received cash proceeds of not less than $2,000,000 from a cash equity contribution to Parent in the form of common stock with no mandatory dividends or redemptions (including dividends or redemptions at the request or option of the stockholder) and otherwise on terms and conditions acceptable to Agent, and shall otherwise be issued on terms and conditions acceptable to Agent and (ii) copies of each of the agreements and other documents which are executed or delivered in connection with the transactions described in clause (i) of this Section 8(b) which shall be in form and substance satisfactory to Agent.

Junior Capital. On or before February 21, 2007, Parent shall deliver to Agent (i) evidence satisfactory to Agent that Borrowers shall have received cash proceeds of not less than $2,500,000 (the “Junior Capital Proceeds”) from either (A) cash equity contributions by Parent in the form of common stock with no mandatory dividends or redemptions (including dividends or redemptions at the request or option of the stockholder) and otherwise on terms and conditions acceptable to Agent, or (B) subordinated debt issued by Parent, which subordinated debt shall not provide for (I) payments of interest in cash until after the date when the Borrowers have received the proceeds of the sale of the Surgical Centers, or (II) payments of principal until at least six (6) months after the Maturity Date, shall be subject to subordination provisions in favor of Agent which are satisfactory to Agent, and shall otherwise be issued on terms and conditions acceptable to Agent, and (ii) copies of each of the agreements and other documents that are executed or delivered in connection with the transactions described in clause (i) of this Section 6(a) which shall be in form and substance satisfactory to Agent. The Loan Parties shall not permit the Junior Capital Proceeds to be used for any purpose other than to satisfy the CPM Obligations that are described in Section 11(d)(i) hereof (until such time as such CPM Obligations have repaid in full in immediately available funds).

Junior Capital. (a) The Borrower shall, on or before January 31, 2002, deliver to the Agent and the Lenders an executed commitment letter with respect to the issuance by the Borrower of equity securities or subordinated debt securities (the "Commitment Letter"). Such commitment letter shall be in form and substance satisfactory to the Agent including, without limitation, with respect to the investors thereof, the amount of proceeds of such issuance, and the closing timetable for such investment. Without limiting the generality of the foregoing sentence, the net proceeds to the Borrower of such issuance shall not be less than $7,000,000. The Borrower shall, on or before March 31, 2002, close an issuance of equity securities or subordinated debt securities on terms and for the amount of proceeds described in the Commitment Letter. (b) The Borrower shall, every other week (beginning and including the week of November 19, 2001), provide the Agent and the Lenders a written progress report on the status of obtaining the Commitment Letter and the financing represented thereby and shall promptly respond to any inquiries from the Agent and the Lenders regarding the status of obtaining the Commitment Letter and the financing represented thereby. (c) Nothing contained herein shall limit or impair (i) the restrictions on Indebtedness contained in Section 5.2.8 hereof or (ii) the limitations on the occurrence of a Change of Control contained in Section 5.7.5 hereof."