MODIFICATION OF KGI INDEBTEDNESS Sample Clauses

MODIFICATION OF KGI INDEBTEDNESS. Celerity, KGI, the Mezzanine Purchasers and the TCP Purchasers shall cooperate in good faith to amend the Amended and Restated TCP Purchase Agreement and Amended and Restated Securities Purchase Agreement on terms reasonably acceptable to them to provide for the rights, terms and conditions consistent with those set forth in the Term Sheet opposite the caption "Post-IPO" for Holdings. (d) ISSUANCE OF HOLDINGS' COMMON STOCK. Contemporaneous with the consummation of the Holdings IPO, Holdings shall issue to KSI Holdings common stock with a fair market value (based on the price per share set forth in the prospectus) equal to $65,000,000 in consideration for KSI's assumption of $65,000,000 of certain liabilities of the Celerity Group, including the TCP1 Notes and the Mezzanine1 Notes. The Celerity Group and the KSI Group shall structure the issuance of stock and assumption of liabilities as a taxable purchase of Holdings' common stock by KSI in exchange for KSI's assumption of $65,000,000 of certain liabilities of the Celerity Group, including the TCP1 Notes and Mezzanine1 Notes. The amounts set forth in this Section 3.6(d) 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. (e)
Sample 1
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MODIFICATION OF KGI INDEBTEDNESS. Celerity, KGI, the Mezzanine Purchasers and the TCP Purchasers shall cooperate in good faith to amend the Amended and Restated TCP Purchase Agreement and Amended and Restated Securities Purchase Agreement on terms reasonably acceptable to them to provide for the rights, terms and conditions consistent with those set forth in the Term Sheet opposite the caption "Post-IPO" for Holdings.
Sample 1

Related to MODIFICATION OF KGI INDEBTEDNESS

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Permitted Indebtedness Borrower shall not create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (i) Indebtedness under the Loan Documents, (ii) any Indebtedness set forth on Schedule 7.2, (iii) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(v), provided that the aggregate amount of such Capitalized Lease Obligations and purchase money indebtedness outstanding at any time shall not exceed $75,000, (iv) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; (v) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than 120 calendar days from the billing date or more than 30 days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower's independent accountants shall have been reserved; (vi) borrowings incurred in the ordinary course of business and not exceeding $10,000 individually or in the aggregate outstanding at any one time, provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Lender's rights pursuant to a subordination agreement in form and substance satisfactory to Lender; and (vii)

  • Acceleration of Other Indebtedness Any breach, default or event of default shall occur and be continuing, or any other condition shall exist under any instrument, agreement or indenture pertaining to any recourse Indebtedness (other than the Obligations) of the Company, the Borrower or their Subsidiaries aggregating more than $10,000,000, and the effect thereof is to cause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or any such Indebtedness shall not be repaid at maturity (after taking into account grace and cure periods).

  • Certain Indebtedness There is no Indebtedness of Borrower owing to any employee, officer, stockholder or director of the board of Borrower other than accrued salaries, commissions and the like and any Indebtedness subordinated to the Obligations pursuant hereto.

  • Indebtedness Create, incur, assume or suffer to exist any Indebtedness, except:

  • Refinancing Debt Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).

  • Subsidiary Indebtedness The Borrower will not permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness, except:

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