Exit Premium means, with respect to any prepayment or repayment of any Term Loans or Commitment reduction (whether mandatory or voluntary, and whether resulting from acceleration or otherwise) occurring at any time, a premium payable on the amount so prepaid, repaid or reduced equal to 2.0% of such amount.

Exit Premium means the premium to be paid in connection with full and final repayment of all outstanding US Convertible Term Notes in the event the US Convertible Term Notes shall not have been converted, in whole, into Conversion Shares prior to any such repayment. The aggregate amount of the Exit Premium payable shall be equal to the product of (a) $5,000,000 multiplied by (b) the quotient of (i) the aggregate principal amount drawn under the US Convertible Term Notes and not converted, prior to or at the time of such repayment, into Conversion Shares divided by (ii) $25,000,000; provided, however, in no event shall the Exit Premium exceed $5,000,000 in the aggregate.”

Exit Premium as defined in Section 3.2.5.

Examples of Exit Premium in a sentence

The entitlement of a B Shareholder to an Exit Premium will vest over time by reference to the number of B Shares then owned.
B Shareholders shall have the right to assign their right to any vested portion of their Exit Premium to third parties.
The New Common Stock in Reorganized Gibson issued pursuant to the Plan in exchange for the DIP Facility Claims, the DIP Backstop Premium, the Exit Premium, and the Allowed Class 5 Prepetition Secured Notes Claim, shall be exempt from any registration requirements under any securities laws to the fullest extent permitted by section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and by Section 1145 of the Bankruptcy Code.
The DIP Lenders/DIP Backstop Parties may elect to receive the Exit Premium and/or Backstop Premium in the form of New Common Stock at a price per share equal to 80% of Plan Value (subject to dilution as described herein).
The New Common Stock shall constitute a single class of Equity Securities in Reorganized Gibson and, other than as contemplated by the DIP Facility, DIP Backstop Premium, the Exit Premium, the Management Employee and Consulting Agreements, and the Management Incentive Plan, there shall exist no other Equity Securities, warrants, options, or other agreements to acquire any equity interest in Reorganized Gibson as of the Effective Date.

More Definitions of Exit Premium

Exit Premium has the meaning set forth in Section 2.03(d).

Exit Premium. All repayments of principal amounts of DIP Term Loans, whether through optional prepayments, mandatory prepayments, at maturity, upon acceleration or otherwise, shall be subject to a premium in an amount equal to 7.50% of the principal amount of DIP Term Loans to be repaid (the “Exit Premium”), which shall be payable in cash; provided, (i) if Backstop Parties holding 66.67% in the amount of the outstanding DIP Term Loans owned by the Backstop Parties participate in the placement or issuance of equity, debt or any other rights offering, instrument or security that results in the Debtors’ consummation of a chapter 11 plan (an “Exit Financing”), the Exit Premium due to all Term Lenders shall be waived and (ii) the entire Exit Premium due to all Term Lenders may be waived by the Backstop Parties holding 66.67% in the amount of the outstanding DIP Term Loans owned by the Backstop Parties, in their sole discretion; provided, further, however, that the obligations under the Existing First Lien Credit Agreement (other than the Refinancing Accommodation Fee) and the obligations under the DIP Revolving Facility shall have been Paid in Full. ANNEX II DIP REVOLVING FACILITY FEES AND INTEREST Interest Rate Options: Borrower may elect that the loans bear interest at a rate per annum equal to:

Exit Premium shall have the meaning given to such term in Section 2.05(e).

Exit Premium is, with respect to an outstanding Term Loan being prepaid in connection with a Change in Control, the lesser of (i) twelve (12) months of interest on the principal of such Term Loan or (ii) the aggregate of all scheduled interest through the Maturity Date of such Term Loan, in each case at the interest rate set forth in Section 2.4. “Expected Backlog Margin” is on any day, under GAAP, the gross profit margins Borrower reasonably expects to earn on the Eligible Order Backlog. “Financial Projections” is a financial statement of Borrower in the form attached hereto as Exhibit D, or in the form as may be agreed upon by Xxxxxx and Borrower from time to time, which shall include, at a minimum, (i) such information Lender deems necessary to verify the calculation of Recoverable Value and (ii) projections the Borrower’s ability to comply with Section 6.10 over the next two (2) Quarters. “Fixed Assets” is on any day, under GAAP, the fixed assets on Borrower’s consolidated balance sheet. “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. “Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day. “GAAP” means the generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and

Exit Premium as defined in Section 2.11.

Exit Premium set forth in Section 1.1 of the Financing Agreement is hereby amended and restated in its entirety as follows:

Exit Premium shall have the meaning provided in Section 4.1(c).