Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied;
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Prepayments of Junior Financing. PrepayMake any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, repay, redeem, purchase, defease by way of depositing money or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof securities with the Net Cash Proceeds oftrustee with respect thereto before due for the purpose of paying when due), or in exchange forrefund, any Permitted Refinancing Indebtedness; (b) the conversion refinance or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stockx) Indebtedness in excess of the Borrower Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, (y) any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or (z) any Parent Entity; Indebtedness in excess of the Threshold Amount that is unsecured (c(x), (y) the prepayment repaymentand (z) collectively, “Junior -133- Financing”) (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) payments or notices with respect to mandatory redemption, purchaseprepayment or offer to purchase or redeem provisions, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepaymentin each case, repaymentshall be permitted), redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of except (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and so long as no Event of Default has occurred and is continuing; (e) continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of all Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 7.02(f) and Restricted Payments pursuant to Section 7.06(d), $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year), (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00, (iii) the refinancing thereof with the Net Proceeds of any Indebtedness permitted by Section 7.03(k), (iv) the purchase, payment, prepayment or redemption of any other Junior Financing (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any portion of such Junior Financing with the proceeds contributed directly or indirectly Subsidiary to the Borrower by any Parent Entity from extent such Net Cash Proceeds are not otherwise applied and (v) the issuance, sale or exchange by any Parent Entity redemption of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied;the Existing Notes on the Closing Date.
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Prepayments of Junior Financing. PrepayMake any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, repay, redeem, purchase, defease by way of depositing money or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof securities with the Net Cash Proceeds oftrustee with respect thereto before due for the purpose of paying when due), or in exchange forrefund, any Permitted Refinancing Indebtedness; (b) the conversion refinance or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stockx) Indebtedness in excess of the Borrower Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, (y) any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or (z) any Parent Entity; Indebtedness in excess of the Threshold Amount that is unsecured (c(x), (y) the prepayment repaymentand (z) collectively, “Junior Financing”) (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) payments or notices with respect to mandatory redemption, purchaseprepayment or offer to purchase or redeem provisions, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepaymentin each case, repaymentshall be permitted), redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of except (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and so long as no Event of Default has occurred and is continuing; (e) continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of all Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 7.02(f) and Restricted Payments pursuant to Section 7.06(d), $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year), (7) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00, (iii) the refinancing thereof with the Net Proceeds of any Indebtedness permitted by Section 7.03(k), (iv) the purchase, payment, prepayment or redemption of any other Junior Financing (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any portion of such Junior Financing with the proceeds contributed directly or indirectly Subsidiary to the Borrower by any Parent Entity from extent such Net Cash Proceeds are not otherwise applied and (v) the issuance, sale or exchange by any Parent Entity redemption of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied;the Existing Notes on the Closing Date.
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Prepayments of Junior Financing. PrepayMake any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, repay, redeem, purchase, defease by way of depositing money or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof securities with the Net Cash Proceeds oftrustee with respect thereto before due for the purpose of paying when due), or in exchange forrefund, any Permitted Refinancing Indebtedness; (b) the conversion refinance or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stockx) Indebtedness in excess of the Borrower Threshold Amount that is secured on a contractually junior basis to the Liens securing the Term Loans, (y) any Indebtedness in excess of the Threshold Amount that is contractually subordinated in right of payments to the Obligations or (z) any Parent Entity; Indebtedness in excess of the Threshold Amount that is unsecured (c(x), (y) the prepayment repaymentand (z) collectively, “Junior Financing”) (it being understood that (A) payments of regularly scheduled principal and interest, (B) customary “AHYDO catchup” payments and (C) payments or notices with respect to mandatory redemption, purchaseprepayment or offer to purchase or redeem provisions, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepaymentin each case, repaymentshall be permitted), redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of except (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and so long as no Event of Default has occurred and is continuing; (e) continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of all Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 7.02(f) and Restricted Payments pursuant to Section 7.06(d), $100,000,000 in any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year), (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, prepayments, redemptions, or purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an unlimited amount so long as the Consolidated Total Net Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00, (iii) the refinancing thereof with the Net Proceeds of any Indebtedness permitted by Section 7.03(k), (iv) the purchase, payment, prepayment or redemption of any other Junior Financing (including any fees, expenses or charges related to such purchase, payment, prepayment or redemption of a Junior Financing) with the Net Cash Proceeds of any Equity Issuance so long as such Net Cash Proceeds are used to make such purchase, payment, prepayment or redemption (including any related fees, expenses or charges) within 120 days of the receipt of such Net Cash Proceeds by the Borrower or any portion of such Junior Financing with the proceeds contributed directly or indirectly Subsidiary to the Borrower by any Parent Entity from extent such Net Cash Proceeds are not otherwise applied and (v) the issuance, sale or exchange by any Parent Entity redemption of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied;the Existing Notes on the Closing Date.
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Prepayments of Junior Financing. Prepay, repay, redeem, purchase, defease or otherwise satisfy prior to scheduled maturity thereof any Junior Financing, except: (a) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing Indebtedness; 171 US-DOCS\97700238.15141444430.9 (b) the conversion or exchange of any Junior Financing into or for Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity; (c) the prepayment repayment, redemption, purchase, defeasance or satisfaction of any of Indebtedness of the Borrower or any of its Restricted Subsidiaries owed to the Borrower or any of its Restricted Subsidiaries; (d) the prepayment, repayment, redemption, purchase, defeasance or satisfaction of any Junior Financing with the proceeds of (i) any other Junior Financing or (ii) any Qualified Equity Interests or any cash contribution to the common equity capital of the Borrower after the Closing Date (other than any Cure Amount or Excluded Contribution) that is Not Otherwise Applied; provided that such prepayment, repayment, redemption, purchase, defeasance or satisfaction is made within 60 days after receipt of such proceeds and no Event of Default has occurred and is continuing; (e) payments or distributions in respect of all or any portion of such Junior Financing with the proceeds contributed directly or indirectly to the Borrower by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests (other than Disqualified Stock, Cure Amounts or Excluded Contributions) made within eighteen (18) months prior thereto and Not Otherwise Applied;; (f) prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing in an aggregate amount not to exceed the sum of: (i) when taken together with any Restricted Payments made under Section 6.07(14)(a), the greater of (A) $125.0 million and (B) an amount equal to the Equivalent Percentage of the amount set forth in clause (A) multiplied by TTM Consolidated EBITDA as of the applicable date of determination, in each case determined as of the time of making such prepayment, repayment, redemption, purchase, defeasance or satisfaction; provided, in each case, that no Event of Default shall have occurred and be continuing or shall result therefrom; and (ii) the Available Amount at such time; provided that (A) no Event of Default shall exist after giving effect to such Restricted Payment or shall result therefrom and (B) solely with respect to amounts attributable to clause (2) of the definition of the Available Amount, the Total Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) would be less than or equal to the Closing Date Total Net Leverage Ratio; (g) prepayments, repayments, redemptions, purchases, defeasances or satisfactions, of any Junior Financing so long as the Total Net Leverage Ratio (after giving Pro Forma Effect to such prepayment, repayment, redemption, purchase, defeasance or satisfaction) would be less than or equal to 1.00x inside of the Closing Date Total Net Leverage Ratio; or 172 US-DOCS\97700238.15141444430.9 (h) any Specified Tender Offer; provided, however, that each of the following shall be permitted: payments of regularly scheduled principal and interest (including default interest and any “AHYDO” catch-up payment) on Junior Financing, fees related to Junior Financing, indemnity and expense reimbursement payments in connection with Junior Financing, and mandatory prepayments, mandatory redemptions and mandatory purchases of any Junior Financing (including any principal, premium or interest with respect thereto), in each case pursuant to the terms of the applicable Junior Financing Documentation. The amount set forth in clause (1)(f)(i) of this Section 6.11 (without duplication) may be, in lieu of prepayments, repayments, redemptions, purchases, defeasances or satisfactions of any Junior Financing, be utilized by the Borrower or any Restricted Subsidiary to (i) make or hold any Investments without regards to Section 6.04 or (ii) make Restricted Payments without regards to Section 6.07. (2)
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Samples: Term Loan Credit Agreement (Amneal Pharmaceuticals, Inc.)
