Payment of Company Indebtedness. (a) At the Second Company Merger Effective Time, the Surviving Company shall assume all obligations of the Company under and in accordance with the Senior Debt Indenture and pay all amounts required to repay in full and retire the Senior Debt thereunder (the “Senior Debt Payoff Amount”).
(b) The Senior Debt shall be repaid by a combination of cash payments and shares of Parent Common Stock in accordance with the terms of the Senior Debt Indenture. No later than two Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent the Company’s good faith calculation of the cash of the Company that would be reflected on a consolidated balance sheet of the Company as of the date which is four Business Days prior to the Closing Date (the “Cash Calculation”), the Designated Company Expenses, the Senior Debt Payoff Amount, the ABL Payoff Amount and accrued interest on the Convertible Notes that would be payable upon an Accelerated Mandatory Conversion (as defined in the Convertible Notes Indenture) on the fifth Trading Day following the Closing Date (the “Accrued Interest”). Prior to the Closing, the Company shall consider in good faith any reasonable objections of Parent to such Cash Calculation. The Cash Calculation shall be made in accordance with GAAP consistent with the preparation of the Balance Sheet and the accounting methodologies and practices customarily used by the Company to prepare month-end balance sheet presentations.
(c) The amount of cash to be paid to the Senior Debtholders in such repayment and set forth in the Senior Debt Indenture shall not exceed an amount equal to $30,000,000 plus the cash reflected in the Cash Calculation made in accordance with Section 5.14(b) (“Company Cash”) less the Designated Company Expenses less amounts required to repay in full and retire any indebtedness amounts (other than Letters of Credit which are addressed in Section 5.14(d)) outstanding under the ABL Credit Facility (the “ABL Payoff Amount”) and less the Accrued Interest. The number of shares of Parent Common Stock to be delivered to the Senior Debtholders (the “Senior Debt Shares”) in such repayment will be determined as follows and set forth in the Senior Debt Indenture:
Payment of Company Indebtedness. A portion of the Company Indebtedness owed to the Company Stockholder in an amount equal to one-half (1/2) of the Remaining Trust Account Amount shall have been paid down by Purchaser.
Payment of Company Indebtedness. On the Closing Date, the Buyer shall pay, or cause to be paid on behalf of the Sellers, the Company Indebtedness, if any, by wire transfer of immediately available funds to the Persons or bank accounts and in the amounts specified by the Sellers on Schedule 2.1(e) to be provided to the Buyer at least two (2) Business Days prior to the Closing Date.
Payment of Company Indebtedness. The Buyer, at the Sellers’ direction and on behalf of the Sellers, shall pay at the Closing out the Purchase Price, by wire transfer or delivery of other immediately available funds, the following: (i) the Companies’ and Sellers’ aggregate existing commercial or lending institution Indebtedness in such amounts and to such Person identified on Schedule 2(d)(ii) of the Disclosure Schedule; and (ii) the Companies’ and Seller’s aggregate existing Indebtedness under capital leases in such amounts and to such Person identified on Schedule 2(d)(ii) of the Disclosure Schedule.
Payment of Company Indebtedness. Prior to the Effective Time, (i) all Indebtedness of the Company and each of its Subsidiaries, other than the Permitted Indebtedness, shall have been paid in full and finally discharged by the Company by wire transfer out of the Company’s available cash and cash equivalents, (ii) all obligations of the Company or any of its Subsidiaries relating to such Company Indebtedness shall have been terminated, and (iii) Parent shall have been provided with evidence thereof that is reasonably acceptable to Parent. Parent shall be entitled to recover the amount of any and all Company Indebtedness to the extent such Company Indebtedness is not paid in full and finally discharged by the Company as of immediately prior to the Effective Time and may do so by reducing the Merger Consideration or pursuant to Article 8.
Payment of Company Indebtedness. 46 10.11 No Material Adverse Effect.......................................47 10.12
Payment of Company Indebtedness. 52 11.7 Consents.........................................................53 11.8
Payment of Company Indebtedness. The Company or the Purchaser shall have entered into agreements providing for, or otherwise providing accommodation acceptable to the creditors of the Company providing for:
(a) the release at the Effective Time by Wells Fargo of the guarantees of Company Indebtedness of each of xxx xolders of Bridge Warrants outstanding under that certain Credit Agreement and Revolving Note, dated December 3, 1999 and providing borrowing authority of not in excess of $2.5 million, between the Company and Wells Fargo, as well as the repayment of the Company Indebtedness xxxxtanding thereunder;
(b) the release at the Effective Time by Wells Fargo of the guarantees of the Company Indebtedness of each xx xhe holders of Bridge Warrants outstanding under that certain Credit Agreement and Revolving Note, dated March 2000 and providing borrowing authority of not in excess of $500,000, between the Company and Wells Fargo, as well as the repayment of the Company Indebtedness xxxxtanding thereunder;
(c) the repayment at the Effective Time of all amounts outstanding under, or the replacement and substitution at the Effective Time of the letter of credit of The Northern Trust Company with respect to, all of the Company Debentures;
(d) the compromise at the Effective Time by The Northern Trust Company of the aggregate amount of the Company's Indebtedness and related expenses under the NT Notes to an aggregate principal amount of Indebtedness under the NT Notes of $3.0 million and related expenses of $100,000, and the repayment of the Company Indebtedness outstanding thereunder; and
(e) The compromise of the SAI warranty obligation to an amount not in excess of $85,000, and the discharge of such obligations.
Payment of Company Indebtedness. Any outstanding interest-bearing indebtedness of the Company shall have been paid in full and all credit facilities pursuant to which the Company could incur interest-bearing indebtedness shall have been terminated (collectively, “Indebtedness”).
Payment of Company Indebtedness. Immediately prior to the Effective Time, Parent shall pay, or caused to be paid, all of the Repaid Indebtedness.
