Repayment of Certain Debt. At or before the Effective Time, Parent and Purchaser shall cause to be prepaid all amounts outstanding under that certain Redemption Note dated December 13, 1995, made by Peerless Chain Company in favor of Bridgewater Resources Corp. in the principal amount of $2,500,000.
5. CONDITIONS ----------
5.1. Conditions to the Obligations of Parent, the Purchaser and the Company. The obligations of Parent, the Purchaser and the Company to consummate the Merger are also subject to the satisfaction, at or before the Effective Time, of each of the following conditions:
5.1.1. The shareholders of the Company shall have duly approved the Merger, if required by applicable law or pursuant to Section 2.3.
5.1.2. The consummation of the Merger shall not be prohibited by any order, decree or injunction of a court of competent jurisdiction (each party agreeing to use its best efforts to have any such order reversed or injunction lifted), and there shall not have been any action taken or any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that makes consummation of the Merger illegal.
5.1.3. The Purchaser shall have accepted for payment and paid for Shares tendered pursuant to the Offer.
Repayment of Certain Debt. 41 Section 6.04 Financing........................................................................................41
Repayment of Certain Debt. Immediately after the Merger Date, Buyer shall (or shall cause Merger Sub to) repay or refinance all amounts outstanding under (i) the First Union Agreements and (ii) the 6% Subordinated Note due March 16, 2001 issued by the Company to Panlabs International, Inc., as amended (the "MDS NOTE").
Repayment of Certain Debt. Company shall repay, simultaneous with the issuance of the 1999 Subordinated Indebtedness and the receipt of the proceeds thereof, the Senior Subordinated Bridge Loans and the Junior Subordinated Notes and, to the extent required by this Amendment, Loans.
Repayment of Certain Debt. Immediately following the Closing:
(a) the Purchaser will capitalize the Sold Company with sufficient funds (either debt or equity or a combination of debt and equity as the Purchaser chooses) to enable the Sold Company to repay, and ensure that the Sold Company repays, at par and at that time, the Intercorporate Debt at the time of Closing and the Canadian Equivalent of the CSFB Debt at the time of Closing in the amount determined initially according to the Closing Estimate under Section 2.4, by:
(i) confirmed wire transfer in immediately available funds to such bank accounts as are designated for such purpose by the Vendor and advised by the Vendor to the Purchaser such designation to be delivered no later than five (5) Business Days before the Closing Date; or
(ii) such other means as are agreed upon by the Vendor and the Purchaser; and
(b) the Vendor will cause valid receipts for the amounts so repaid to be delivered to the Sold Company, together with, in respect of all of the Sold Company’s liability to each applicable creditor under or in relation to the credit and other arrangements respecting the Intercorporate Debt and the CSFB Debt, discharges of liability, cancelled promissory notes, where applicable, and terminations of the applicable credit documentation and discharges of Security Interests, if any, in each case duly signed by the applicable creditors, against receipt of the payments under Section 2.3(a).
Repayment of Certain Debt. The Company shall, within thirty ------------------------- (30) days of the Closing, use up to $5 million to repay in full all outstanding indebtedness of the Company for borrowed money stated on Exhibit E; provided, --------- -------- that if and to the extent any such indebtedness may not be prepaid by the Company without prior notice, the Company shall instead (a) within such thirty (30) day period provide the holder thereof with due notice of prepayment setting forth the Company's intent to pay such indebtedness in full after the expiration of the minimum permitted notice period, and (b) to the extent such indebtedness remains outstanding (and has not been converted into equity of the Company or otherwise retired) at the expiration of such notice period, the Company shall repay such indebtedness in full on the date of such expiration. To the extent the Company uses less than $5 million to repay outstanding indebtedness pursuant to this Section 7.1 (e.g. because certain holders of convertible debt convert prior to repayment), the Company will use the remaining funds to offer to repurchase and redeem from financial investors (but not from employees or ex-employees of the Company) outstanding equity securities (or warrants) of the Company in the manner provided for in Section 7.6 (c).
Repayment of Certain Debt. If any of the following shall occur:
(a) The Company shall fail by December 16, 2016 to fully repay all obligations (including, principal, interest, fees and expenses) owed by the Company or any Subsidiary to Trooien Capital, LLC and provide to the Holder a customary payoff letter or other evidence of such full repayment (other than disputed amounts related to default interest).
(b) With respect to those certain Notes Payable, due October 2016, with interest rates of between 8.25% and 12% (as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2016), the Company shall fail by December 31, 2016 to (i) repay no less than 50% of all obligations (including, principal, interest, fees and expenses) owed by the Company or any Subsidiary under such Notes Payable and (ii) extend the repayment of all remaining obligations under such Notes Payment to March 31, 2016.
(c) With respect to any indebtedness (including, principal, interest, fees and expenses) of the Company owed to any officer or director of the Company as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2016 (or any similar indebtedness incurred subsequent to the filing of such Form 10-Q through the date hereof), the Company shall fail, when such indebtedness is due, to either (i) full repay such indebtedness, (ii) convert such indebtedness into Common Stock or (iii) extend the repayment of such indebtedness for no less than six (6) months.
Repayment of Certain Debt. Simultaneously upon the receipt of the proceeds from the issuance and sale of the Notes hereunder, the Company shall use a portion of such proceeds to repay or cause to be repaid in full the outstanding Debt of the borrowers under the DDJ Loan Agreement.
Repayment of Certain Debt. Lender shall have received documents satisfactory in form and substance to Lender evidencing that the Nationsbank Facility shall have been paid off in full and all obligations thereunder shall have been terminated, including, without limitation, a payoff letter or other documentation satisfactory in form and substance to Lender evidencing the release of any and all Pledged Stock.
Repayment of Certain Debt. Repay any indebtedness owed to any officers or directors of QPS (including former officers and directors) or debt guaranteed by QPS (other than in accordance with the terms of guaranty) until the Note has been paid in full.
