Parent Debt. The Ultimate Parent shall not (and shall procure that none of its Subsidiaries (other than a member of the Bank Group) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate by reference to the quarterly financial information for the Group most recently delivered pursuant to Clause 22.1 (Financial Statements) that the Leverage Ratio (adjusted in the case of the Consolidated Net Debt element, to take account of the Financial Indebtedness in question and any other Financial Indebtedness raised by the Ultimate Parent or such Subsidiary since the date of such quarterly financial information) is not more than 4.25:1 for the period of four consecutive financial quarters ended on the last day of the financial quarter in respect of which such quarterly financial information was delivered provided that the foregoing limitations shall not apply to:
(a) any Financial Indebtedness arising under or pursuant to the Finance Documents;
(b) any Financial Indebtedness incurred (including any such Financial Indebtedness existing as at the Original Execution Date) by any member of the Group (other than a member of the Bank Group) and owed to any other member of the Group;
(c) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) which, if it had been incurred by a Borrower at such time, would be permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness) provided that if any basket or threshold contained in Clause 25.4 (Financial Indebtedness) is utilized by any member of the Group (other than a member of the Bank Group) pursuant to this paragraph (c), such basket or threshold shall be reduced by a corresponding amount and shall thereafter be unavailable for use by any member of the Bank Group;
(d) any Financial Indebtedness incurred by any member of the Group (other than a member of the Bank Group) to refinance all or any part of the Outstandings, including the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable, in respect of such Outstandings and any fees, costs and expenses incurred in connection with such refinancing;
(e) the Bridge Facility, the Alternative Bridge Facility, the Exchange Notes, the Existing High Yield Notes, any New High Yi...
Parent Debt. The Parent has not created, incurred, assumed or suffered to exist any Debt, except Debt described on Schedule 9.32.
Parent Debt. The Ultimate Parent shall not (and shall procure that none of its Subsidiaries (other than a member of the Bank Group) shall) incur, create or permit to subsist or have outstanding any Financial Indebtedness or enter into any agreement or arrangement whereby it is entitled to incur, create or permit to subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate by reference to the quarterly financial information for the Group most recently delivered pursuant to Clause 22.1 (Financial Statements) that the Leverage Ratio (adjusted in the case of the Consolidated Net Debt element, to take account of the Financial Indebtedness in question and any other Financial Indebtedness raised by the Ultimate Parent or such Subsidiary since the date of such quarterly financial information) is not more than 4.25:1 for the period of four consecutive financial quarters ended on the last day of the financial quarter in respect of which such quarterly financial information was delivered provided that the foregoing limitations shall not apply to:
Parent Debt. The Company shall, in connection with the Closing, repay up to $22 million in borrowed money indebtedness arising after December 10, 2020 and owing to the Parent on or prior to the Closing. Parent will deliver to the Company a pay-off letter for any such indebtedness described in the preceding sentence, evidencing the full repayment and discharge of such indebtedness.
Parent Debt. Parent shall not borrow any money or create any Debt, EXCEPT (i) the guaranty of the Obligation, (ii) Financial Xxxxxx which comply with the requirement of the Loan Papers, (iii) Debt arising under the subordinated loan from DCCLP incurred in accordance with the Capital Contribution Agreement, SO LONG AS concurrently with the receipt of any proceeds from any advance made by DCCLP, Parent shall make a Capital Contribution to Borrower in an amount equal to such subordinated loan advance; and (iv) subject to the prior written consent of Lenders, additional unsecured Debt in an amount and on terms and conditions acceptable to Lenders, all of the Net Cash Proceeds of which Debt shall be contributed to Logix as a Capital Contribution on terms reasonably acceptable to Administrative Agent.
Parent Debt. No later than the Closing, the Parent shall exchange all Indebtedness owed by it to the Sponsor into Parent Ordinary Shares at the price of $10.00 per share in accordance with the Initial Shareholders Forfeiture Agreement.
Parent Debt. (a) Prior to, or simultaneously with the Closing, holders of convertible notes of Parent with an aggregate principal amount of $1,995,933.91 plus accrued interest (the “4% Notes”) shall have converted the 4% Notes including accrued interest into 102,099,752 shares of common stock at an approximate conversion price of $0.02 per share.
(b) Prior to, or simultaneously with the Closing, holders of convertible notes of Parent with an aggregate principal amount of $90,000 plus accrued interest (the “10% Notes”) shall have converted the 10% Notes including accrued interest into 18,839,000 shares of common stock at an approximate conversion price of $0.005 per share.
(c) At the option of each holder of 4% and 10% Notes, Parent shall issue such holder Series C Convertible Preferred Stock (“Series C”) and Series C-1 Convertible Preferred Stock (“Series C-1”) with the standard 4.99% beneficial ownership limitation. The phrase “beneficial owner” shall be as defined under Rule 13d-3 of the Exchange Act. A copy of the Series C and Series C-1 Certificate of Designations are annexed as Exhibit F and Exhibit G.
Parent Debt. The Parent has not created, incurred, assumed or suffered to exist any Debt, except the Existing Convertible Debt and such other Debt described on Schedule 9.32.
(g) Section 10.1.31 (MEOA Merger Bi-Weekly Status Reports) is hereby amended and restated in its entirety to read as follows:
Parent Debt. To the extent that any Debt of Parent is not repaid in full at or prior to Closing, such Debt shall be (i) worked out with payment plans entered into prior to Closing, (ii) remain outstanding following Closing or (iii) converted into Parent Common Stock at or prior to Closing, in each case as mutually agreed by Parent and AHP
Parent Debt. As of the Closing Date, Borrower has delivered to Agent a complete and correct copy of the Parent Notes (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Parent has the corporate power and authority to incur the Indebtedness evidenced by the Parent Notes. The subordination provisions of the Parent Notes (other than the 1997 Senior Notes) are enforceable against the holders thereof by Agent and Lenders. All Obligations, including the Obligations to pay principal of and interest on the Loans, constitute senior Indebtedness entitled to the benefits of the subordination provisions contained in the Parent Notes (other than the 1997 Senior Notes). The principal of and interest on the Notes, and all other Obligations will constitute "senior debt" as that or any similar term is or may be used in any other instrument evidencing or applicable to any other Parent Debt (other than the 1997 Senior Notes). Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments in reliance upon such subordination provisions and this Section 3.25.
