KSI MEZZANINE PURCHASE AGREEMENT Sample Clauses

KSI MEZZANINE PURCHASE AGREEMENT. KSI shall execute a Purchase Agreement in favor of the Mezzanine Purchasers (the "KSI Mezzanine Purchase Agreement") that provides for the rights, terms and conditions set forth in the Term Sheet opposite the caption "Post-IPO KSI" including the following: 16 <PAGE> (i) assumption by KSI of Holdings' obligations to pay the Mezzanine Purchasers the Mezzanine1 Loans amounts and amounts payable under the liquidation certificates; (ii) issuance by KSI of (a) new promissory notes in favor of the Mezzanine Purchasers to evidence the assumed Mezzanine1 Loans and (b) new liquidation certificates to evidence the assumed liquidation certificates; (iii) Mezzanine Purchasers' consent to (a) establishment of a revolving credit facility by KSI in an amount not to exceed the amount specified in the Term Sheet (the "New KSI Revolver"), which shall be on terms that are reasonably acceptable to the Mezzanine Purchasers, and (b) if net proceeds of the Holdings IPO were equal to or greater than $193,000,000, application of $13,000,000 of such net proceeds to be applied by KGI toward repayment of the KSI Note; and (iv) new independent set of financial covenants, including (1) minimum EBITDA; (2) total leverage; (3) fixed charge coverage; and (4) minimum worldwide cash plus unused revolver subject to a borrowing base of no less than $15 million. The amounts set forth in this Section 3.6(a) assume the Holdings IPO will yield $203,000,000 of net proceeds, and if the net proceeds are more or less than this amount, then the amounts above are subject to change as set forth in the Term Sheet. (b) KSI GROUP'S TCP PURCHASE AGREEMENT. KSI shall execute a new Purchase Agreement (the "KSI TCP Purchase Agreement") in favor of the TCP Purchasers that shall provide for the rights, terms and conditions set forth in the Term Sheet opposite the caption "Post-IPO KSI" including the following: (i) assumption by KSI of Holdings' obligations to pay the $50,000,000 TCP1 Notes, secured by a continuing security interests in all assets of KSI; (ii) issuance of new promissory notes by KSI in favor of the TCP Purchasers in an aggregate original principal amount of $50,000,000, to evidence the notes issued on exchange of the TCP1 Notes; (iii) the TCP Purchasers' consent to (a) establishment of the New KSI Revolver, which shall be on terms that are reasonably acceptable to the TCP Purchasers, and (b) if net proceeds of the Holdings IPO were equal to or greater than $193,000,000, application of $13,000,000 ...
Sample 1
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KSI MEZZANINE PURCHASE AGREEMENT. KSI shall execute a Purchase Agreement in favor of the Mezzanine Purchasers (the "KSI Mezzanine Purchase Agreement") that provides for the rights, terms and conditions set forth in the Term Sheet opposite the caption "Post-IPO KSI" including the following:
Sample 1

Related to KSI MEZZANINE PURCHASE AGREEMENT

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Share Purchase Agreement 6- --------------------------------------------------------------------------------

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Sponsor described in Section 1.4.2. The Representative has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Representative described in Section 1.4.2. Pursuant to the Purchase Agreements, (i) the Sponsor and the Representative have waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

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