Acquisition Subordinated Debt definition

Acquisition Subordinated Debt means Indebtedness issued to seller(s) as consideration for a Permitted Acquisition in an amount, on such terms, and subordinated to the Obligations in a manner and form satisfactory to Agent and Lenders in their reasonable discretion as to right and time of payment and as to any other terms, rights and remedies thereunder, provided that Borrower may determine the maturity date thereof and Agent's and Lenders' discretion with respect to subordination provisions shall not preclude a maturity date otherwise permitted under Section 6.1 of the Agreement.
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Acquisition Subordinated Debt unsecured Indebtedness of Holdings ----------------------------- that (a) is not guaranteed by any Subsidiary of Holdings, (b) provides for no payment of principal prior to the date which is 90 days after the final maturity date of the Loans, (c) so long as the Consolidated Interest Coverage Ratio (determined on a pro forma basis for the related Permitted --- ----- Acquisition in the manner described in Section 11.1) is less than or equal to 3.50 to 1.00, does not provide for payment of interest in cash prior to the date which is 90 days after the final maturity date of the Loans, (d) is used to finance, in whole or in part, a Permitted Acquisition and (e) has subordination terms, covenants, events of default, defaults and other terms and conditions reasonably acceptable to the General Administrative Agent.
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Acquisition Subordinated Debt means Indebtedness issued to seller(s) as consideration for a Permitted Acquisition in an amount, on such terms, and subordinated to the Obligations in a manner and form satisfactory to Agent and Lenders in their reasonable discretion as to right and time of payment and as to any other terms, rights and remedies thereunder, PROVIDED that Borrower may determine the maturity date thereof and Agent's and Lenders' discretion with respect to subordination provisions shall not preclude a maturity date otherwise permitted under SECTION 6.1 of the Agreement. "ACTIVATION EVENT" AND "ACTIVATION NOTICE" have the meanings ascribed thereto in ANNEX C.
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Examples of Acquisition Subordinated Debt in a sentence

  • Maximum aggregate permitted Acquisition Subordinated Debt: $10,000,000 4.

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  • The terms and conditions of any such Acquisition Subordinated Debt, including without limitation, those pertaining to subordination, default, standstill, sinking fund, amortization, interest rate, covenants and defaults, the entity or entities which issue or are otherwise liable for the Acquisition Subordinated Debt, shall be in form and substance reasonably acceptable to the Agent and the Lenders.

  • Prior to the date hereof, MS Acquisition has advanced to Parent a subordinated loan in the principal amount of $2,500,000, which loan by its terms is subordinated to the Revolver Obligations and the Term Loan Obligations (the "MS Acquisition Subordinated Debt").

  • Aggregate permitted Acquisition Subordinated Debt under subsection 1.1: $________________ e.

  • In the event that the conditions to the MS Acquisition Repayment have not been satisfied, Borrowers and MS Acquisition agree to take all action necessary to convert the MS Acquisition Subordinated Debt into common equity (or other equity approved in writing by Revolver Lenders and Term Loan Lenders) on or before December 13, 2000, or otherwise assure on or before December 13, 2000 that the Additional Tranche B Funding will not result in any violation of the Subordinated Debt.

  • Within twelve (12) months of the Closing Date, the Borrower shall raise (i) unless the Borrower completes the Beaver Creek Acquisition, Subordinated Debt or equity in a principal amount of not less than $50,000,000; (ii) if the Beaver Creek Acquisition has been completed a minimum of $175,000,000 additional new long term Subordinated Debt or equity capital including at least $75,000,000 of equity.

  • A true, correct and complete copy of the documentation evidencing the additional Permitted Sponsor Acquisition Subordinated Debt to be incurred by Xxxxx Solutions as of the date hereof (the “New ASE Loan Agreement”), together with a duly executed amendment to the Sponsor Subordination Agreement among Xxxxx Solutions Europe, Agent and Xxxxx Solutions, in form and substance satisfactory to the Co-Collateral Agents.

  • Maximum Acquisition Subordinated Debt permitted in individual or related transactions under subsection 1.1: $3,000,000 d.


More Definitions of Acquisition Subordinated Debt

Acquisition Subordinated Debt is defined in SECTION 6.3(H)(iii) below and shall in any event include the Note dated June 1, 1996 in the original principal amount of $1,022,700 issued by the Borrower to Amber Enterprises, Inc.
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Acquisition Subordinated Debt means the Indebtedness of Borrower evidenced by that certain Senior Secured Note dated August 6, 1993 made by Borrower and payable to Parent in the original principal amount equal to $10,000,000.
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Acquisition Subordinated Debt means the Indebtedness of Borrower evidenced by those notes executed on or about June 30, 1996 made by Borrower and payable to Airlie Associates and Airlie Associates II in the original aggregate principal amount of $5,062,500 (the "Associates Notes")."
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Acquisition Subordinated Debt has the meaning assigned that term in the definition of "Subordinated Indebtedness."
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Related to Acquisition Subordinated Debt

  • Senior Subordinated Debt means the Securities and any other Indebtedness of the Company that specifically provides that it is to rank pari passu with other Senior Subordinated Debt of the Company and is not subordinated to any Indebtedness of the Company that is not Senior Debt.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Junior Subordinated Debt means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.

  • Permitted Subordinated Debt means Indebtedness incurred by Credit Parties; provided that (i) such Indebtedness shall be subordinated in right of payment to the payment in full of the Obligations, (ii) such Indebtedness shall be either (x) unsecured or (y) secured by the Collateral on a junior basis (including with respect to the control of remedies) with the Obligations, (iii) if such Indebtedness is secured, the holders of such Indebtedness (or their senior representative or agent) and the Collateral Trustee shall be party to a subordination agreement reasonably satisfactory to the Requisite Holders, (iv) such Indebtedness shall not be at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Indebtedness than the terms of the Guarantee, (v) such Indebtedness shall have covenants, default and remedy provisions and other terms and conditions (other than interest, fees, premiums, funding discounts or optional prepayment or redemption provisions) that are substantially identical to, or less favorable to the investors providing such Indebtedness than, those set forth in this Indenture, (vi) the maturity date of such Indebtedness shall be no earlier than the date that is ninety one (91) days after the Stated Maturity Date, and (vii) there shall be no scheduled amortization of such Indebtedness, and such Indebtedness shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change-of-control provisions that provide for the prior repayment in full of the Notes and all other Obligations), in each case prior to the date that is ninety one (91) days after the Stated Maturity Date.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

  • Existing Senior Subordinated Notes means the 10.875% Senior Subordinated Notes Due 2009 issued by the Company pursuant to the Existing Senior Subordinated Note Indenture.

  • Senior Subordinated Indenture means the Indenture dated as of October 15, 1997 between the Company and State Street Bank and Trust Company, as trustee, as from time to time amended, restated, supplemented or otherwise modified.

  • Senior Subordinated Note Indenture means the Indenture dated as of May 12, 2009, between the Company and U.S. Bank National Association, as trustee, in respect of the 2020 Senior Subordinated Notes and the 2023 Senior Subordinated Notes, as supplemented and amended from time to time.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Senior Subordinated Notes means the Company's 10 1/2% Senior Subordinated Notes due 2009 issued pursuant to the Senior Subordinated Notes Indenture.

  • Junior Subordinated Payment has the meaning specified in Section 13.2.

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Senior Subordinated Notes Indenture means the Indenture, dated as of July 17, 2012, under which the Senior Subordinated Notes were issued, among the Borrower and the Restricted Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

  • Convertible Subordinated Notes means any convertible subordinated notes or debentures issued by the Borrower after the date hereof, which are subordinated to the Obligations on terms no less favorable to the Lenders, in any material respect, than the 4.75% Convertible Subordinated Notes Due 2016 (as those terms were in effect and applied to the 4.75% Convertible Subordinated Notes Due 2016 prior to the repayment thereof in full on June 15, 2016).

  • Subordinated Debt is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.