Recapitalization Agreement Sample Clauses

Recapitalization Agreement. The Recapitalization shall have been consummated, or substantially concurrently with the initial Extensions of Credit hereunder and the borrowings under the Second-Lien Credit Agreement shall be consummated, substantially in accordance with the Recapitalization Agreement and all material conditions precedent to the consummation of the Recapitalization set forth in such Recapitalization Agreement shall have been satisfied or waived with the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed). The Recapitalization Agreement, the structure and terms of the Recapitalization (including the Seller Note) and the documentation for each component of the Recapitalization shall be reasonably satisfactory in all material respects in form and substance to the Lead Arrangers, and such documentation shall not have been amended, supplemented or otherwise changed in a manner materially adverse to the Lenders without the consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed). It is expressly acknowledged by the Lead Arrangers that (i) the terms and conditions of the Recapitalization Agreement (and all exhibits, annexes and schedules thereto), dated as of October 6, 2006 and (ii) the structure and terms of the Recapitalization specified therein, are so satisfactory.

Recapitalization Agreement. The Company shall have executed the Recapitalization Agreement in substantially the form of Exhibit N hereto (the "Recapitalization Agreement") and shall have caused each of the holders of the Company's Common Stock purchase warrants listed on the signature page thereto (the "Warrant Holders") to have executed the Recapitalization Agreement, providing for the Warrant Holders surrender to the Company of the common stock purchase warrants described in Schedule A to the Recapitalization Agreement in exchange for an aggregate of approximately 5,970,083 shares of the Company's Common Stock and the transaction contemplated thereby shall have been consummated.

Recapitalization Agreement. On the Closing Date, (i) the Recapitalization Agreement has not been amended or modified, nor has any condition thereof been waived by Holdings or the Borrower, (ii) all conditions to the obligations of Holdings and the Borrower to consummate the transactions contemplated by the Recapitalization Agreement have been satisfied, (iii) all funds advanced on the Closing Date by the Lenders have been used in accordance with Section 5.18 and (iv) the transactions contemplated by the Recapitalization Agreement have been consummated in accordance with the Recapitalization Agreement and all applicable Laws.

Recapitalization Agreement. The representations and warranties set within Section 6.2 of the Recapitalization Agreement dated as of the date of Closing among the Company and the other parties named therein (the "Recapitalization Agreement") (a copy of which representations and warranties are attached hereto as Schedule 2.7) are hereby incorporated by reference and the Company hereby expressly restates such representations and warranties as its own. Except as set forth on Schedule 2.7 hereto, all of the representations and warranties contained in the Recapitalization Agreement (including the exhibits and schedules attached thereto) are true and correct in all material respects and the terms of the Recapitalization Agreement have not been revised or amended.

Recapitalization Agreement. “Recapitalization Agreement” shall mean the Agreement and Plan of Recapitalization, Redemption and Purchase dated as of December 18, 1997, by and among the Partnership, the ▇▇▇▇▇▇ Partners, the GPC Partners, ▇▇▇▇▇▇ Engineering Corporation, ▇▇▇▇▇▇ Recycling Corporation and DCG.

Recapitalization Agreement. As of the Closing Date, to the best knowledge of the Borrower, the representations and warranties of the Transferors set forth in the Recapitalization Agreement are true and correct.

Recapitalization Agreement. The Issuers have delivered to the Initial Purchasers complete and correct copies of the Recapitalization Agreement and there have been no amendments, alterations, modification or waivers thereto or in the exhibits or schedules thereto that have not been provided or otherwise disclosed to the Initial Purchasers.

Recapitalization Agreement. We and our existing investors will enter into a recapitalization agreement in connection with the reorganization transactions and this offering. Pursuant to the recapitalization agreement, the existing holders of our common stock will receive 89,515,617 shares of our Class A common stock in exchange for the shares of common stock they currently hold, and we will issue 86,005,200 shares of our Class B common stock to the Fifth Third investors. JPDN will contribute all rights, title and interest in its Class A and Class B units in Vantiv Holding in exchange for 239,672 shares of our Class A common stock, and upon JPDN’s contribution, the Class B units held by JPDN will automatically convert into Class A units of Vantiv Holding, in each case, giving effect to the 1.7576 for 1 stock split. Furthermore, pursuant to the recapitalization agreement, we will pay Fifth Third Bank a $15.0 million fee related to the modification of its consent rights (specifically with respect to (i) increasing the threshold on when certain actions require Fifth Third Bank’s approval, (ii) the termination of transferability and (iii) all of the consent rights terminating upon the transfer of more than 50% of the shares of Class A and Class B common stock held by Fifth Third Bank and its affiliates immediately following the consummation of this offering) under the existing Amended and Restated Vantiv Holding Limited Liability Company Agreement. The recapitalization will be effective when we file our amended and restated certificate of incorporation.

Recapitalization Agreement. Except as specifically amended hereby, the Recapitalization Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Recapitalization Agreement shall be deemed to be a reference to the Recapitalization Agreement as amended hereby.