Payments of Subordinated Indebtedness. Make any prepayment of any principal, interest or other amounts owed in respect of any Subordinated Indebtedness, if (i) a Default has occurred and is continuing or would exist after giving effect to such prepayment or (ii) the Guarantor or any Borrower would not be in compliance, on a pro forma basis after giving effect to such prepayment, with the covenants contained in Section 6.1(a) and (c).
Payments of Subordinated Indebtedness. 89 9.08 Change in Fiscal Year .......................................................................................... 89 9.09 Sales of Assets, Etc. ............................................................................................. 89
Payments of Subordinated Indebtedness. The Obligors shall not, and shall not permit any of their Subsidiaries to, make any payments (whether voluntary or mandatory, a prepayment or repayment, repurchase or redemption) in respect of any Subordinated Indebtedness other than, (a) subject to the terms of the applicable subordination or similar agreement in favor of (or entered into for the benefit of) the Agent or the Lenders, scheduled payments (including, without limitation, associated fees and costs) of such Subordinated Indebtedness to the extent payment is permitted pursuant to the terms of the applicable subordination or similar agreement, (b) payments to an Obligor (other than Cortendo) in connection with the settlement of any intercompany Indebtedness in connection with a Permitted Wind-Up, and (c) payments made by an Obligor in connection with the settlement of any intercompany Indebtedness in connection with a Permitted Wind-Up in an aggregate amount not to exceed $1,000,000 for all such payments by the Obligors in connection with all Permitted Wind-Ups. 9.08
Payments of Subordinated Indebtedness. Until all of the Senior Indebtedness has been Finally Paid, neither the Company nor any Subsidiary shall make, and the Subordinated Creditors shall not accept, any direct or indirect payment or prepayment in cash, property or securities, by set-off or otherwise, with respect to any Subordinated Indebtedness, except that (x) scheduled payments of interest under the Subordinated Notes may be paid in arrears, and (y) the Company may pay all attorneys' fees and expenses chargeable to the Company (I) pursuant to the Securities Purchase Agreement in connection with the consummation of the transactions contemplated thereby and (II) pursuant to the registration rights agreement entered into among the Company and the Subordinated Creditors in connection with the review of a registration statement filed in connection therewith (any such scheduled payment, an "Allowed Payment") if, and only to the extent that at the time of any such Allowed Payment: (a) no payment default which constitutes an "Event of Default" has occurred and is continuing under the Senior Documents and no Event of Default would result from the making of such Allowed Payment, (b) no Payment Blockage exists at the time of such payment and (c) according to the quarterly financial statements submitted to the Collateral Agent and the Holders by the Company pursuant to the Note and Warrant Purchase Agreement, the Company will be in compliance with all financial covenants set forth in Section 7(h) of the Note and Warrant Purchase Agreement after giving effect to the Allowed Payment. Notwithstanding anything in this Agreement to the contrary, no provision herein shall at any time (x) restrict the Company from paying, or the Subordinated Creditors from receiving and accepting, interest paid in Interest Shares, or (y) prohibit conversions of the Subordinated Indebtedness into shares of capital stock of the Company in accordance with the terms of the Subordinated Documents.
Payments of Subordinated Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Subordinated Indebtedness other than as permitted by any subordination agreement with Administrative Agent entered into in connection therewith.
Payments of Subordinated Indebtedness. Pay, prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled payment thereof any Subordinated Indebtedness; provided, however, that so long as no Default or Event of Default exists at the time of such proposed prepayment or would result therefrom, Borrowers may pay or prepay the Permitted Subordinated Indebtedness to the extent permitted by the respective subordination agreements related thereto; provided, further, however, that with respect to any payments of principal of the Alliance Subordinated Indebtedness only (other than payments from the proceeds of Equity Securities in accordance with the final proviso in Section 2.07(c)(v) hereof), the Borrowers shall have made, or shall concurrently make, the mandatory prepayment required by Section 2.07(c)(vi)).
Payments of Subordinated Indebtedness. The Loan Parties shall not make any voluntary or optional prepayment of any Indebtedness other than the Obligations and Senior Indebtedness.
Payments of Subordinated Indebtedness. Until all of the Senior Indebtedness has been fully and finally paid, none of the Loan Parties shall make, and none of the Junior Lenders shall accept, any direct or indirect payment in cash, property or securities, by set-off or otherwise, with respect to any Subordinated Indebtedness, including, without limitation, any principal or interest payments, except for regularly accruing installments of principal and interest (calculated only at the non-default rate) which are due and payable according to the terms of each individual Junior Lender Note; provided that, no Event of Default would occur as the result of making any such payment. In the event that any of the Loan Parties determine that making a scheduled payment to a Junior Lender would result in an Event of Default, Parent shall promptly notify the Most Senior Lender and Agent.
Payments of Subordinated Indebtedness. Make any prepayment of any principal, interest or other amounts owed in respect of any Subordinated Indebtedness, provided that the Borrower may (i) cash settle conversions of the Subordinated Notes to the extent required pursuant to the Subordinated Notes Indenture as in effect on the date hereof, (ii) refinance the Subordinated Notes with the Net Cash Proceeds of or in exchange for the issuance of (x) Capital Stock (other than mandatorily redeemable preferred Capital Stock with a scheduled mandatory redemption prior to March 15, 2015) of the Borrower or (y) any Subordinated Indebtedness with a maturity date that is not earlier than March 15, 2015 and (iii) refinance any Subordinated Indebtedness (other than the Subordinated Notes) with the Net Cash Proceeds of the issuance of Capital Stock (other than mandatorily redeemable preferred Capital Stock with a scheduled mandatory redemption prior to the maturity date of the Subordinated Indebtedness that is refinanced) of the Borrower or other Subordinated Indebtedness.
Payments of Subordinated Indebtedness. Until all of the Senior Indebtedness has been Finally Paid, Borrower shall not make and Subordinated Lender shall not accept any direct or indirect payment in cash, property or securities, by set-off or otherwise, with respect to any Subordinated Indebtedness, including, without limitation, any principal or interest payments, except to the extent permitted in this Section 5 or Section 6. Borrower shall be permitted to make payments of interest only in respect of the Subordinated Indebtedness in accordance with the provisions of the Subordinated Debt Loan Agreement, and to pay the expenses described in Sections 5.1(e) and 6.17 of the Subordinate Debt Loan Agreement provided that (i) no Event of Default under Section 8.1 of the Term Loan Agreement or Section 8.1 of the Revolving Loan Agreement, each as in effect on the date hereof, exists at the time of such payment or (ii) such payment does not occur during any Standstill Period, as described in Section 6 hereof. Notwithstanding the foregoing, Subordinated Lender may demand, receive and retain such payments until the Senior Lender has given a Default Notice as described in Section 6 hereof.
