Junior Capital Transaction definition

Junior Capital Transaction means any issuance, incurrence or sale (as applicable) by (a) a Loan Party or any of their respective Subsidiaries of (i) unsecured Debt for borrowed money, (ii) Subordinated Debt for borrowed money or (iii) secured Debt for borrowed money that is secured on a junior basis to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent (herein, a “Junior Debt Capital T ransaction”) and (b) a Loan Party of any Equity Interests, including, without limitation, Disqualified Equity Interests (herein, a “Junior Equity Capital Transaction”); provided, that, the following shall be excluded from the foregoing: (1) intercompany Debt,
Sample 1
Junior Capital Transaction means any issuance, incurrence or sale (as applicable) by (a) a Credit Party or any of their respective Subsidiaries of (i) unsecured Indebtedness for borrowed money, (ii) subordinated Indebtedness for borrowed money or (iii) secured Indebtedness for borrowed money that is secured on a junior basis to the Liens securing the Obligations and subject to a Junior Lien Intercreditor Agreement and (b) a Credit Party of any Equity Interests, including, without limitation, Disqualified Stock; provided that the following shall be excluded from the foregoing: (1) intercompany Indebtedness, (2) any issuance or sale of Equity Interests by the Borrower pursuant to any equity incentive plan or otherwise to any director, officer or employee of the Borrower or any Subsidiary thereof, (3) any conversion or exchange of Indebtedness for Equity Interests and (4) Equity Interests (A) in the form of common stock (or similar equity interests such as ordinary membership interest and ordinary partnership interests) and (B) issued to any Credit Party. Permitted Refinancing Indebtedness shall not constitute a Junior Capital Transaction, except to the extent of the net cash proceeds retained by the Credit Parties and their Subsidiaries after the repayment of any Indebtedness being refinanced and the fees, costs, expenses and premiums (if any) required to be paid in connection therewith.
Sample 1
Junior Capital Transaction is hereby added to Section 1.1 of the Credit Agreement, and shall provide in its entirety as follows:
Sample 1

Examples of Junior Capital Transaction in a sentence

  • If the Warrant shall fail to vest because the Company shall have consummated a Junior Capital Transaction and raised gross proceeds of at least $20,000,000 this Warrant shall be void and shall be of no further effect.

  • This Warrant will vest on December 15, 1998 if the Company has not consummated a Junior Capital Transaction (as such term is defined in the Third Amendment) and raised gross proceeds of at least $20,000,000.


More Definitions of Junior Capital Transaction

Junior Capital Transaction means one or more transactions occurring after October 1, 1998 in which the Borrower receives gross proceeds of at least $20,000,000 by issuing Capital Stock or Subordinated Debt, on terms and conditions acceptable to, and approved by, the Required Lenders."
Sample 1
Junior Capital Transaction means one or more transactions closing on or before January 31, 2000 in which CI issues Capital Stock or Subordinated Debt, in an amount and on terms and conditions acceptable to, and approved in writing by, 100% of the Lenders.
Sample 1
Junior Capital Transaction means any issuance, incurrence or sale (as applicable) by (a) a Credit Party or any of their respective Subsidiaries of (i) unsecured Indebtedness for borrowed money, (ii) subordinated Indebtedness for borrowed money or(iii) secured Indebtedness for borrowed money that is secured on a junior basis to the Liens securing the Obligations and subject to a Junior Lien Intercreditor Agreement and (b) a Credit Party of any Equity Interests, including, without limitation, Disqualified Stock; provided that the following shall be excluded from the foregoing: (1) intercompany Indebtedness, (2) any issuance or sale of Equity Interests by the Borrower pursuant to any equity incentive plan or otherwise to any director, officer or employee of the Borrower or any Subsidiary thereof,(3) any conversion or exchange of Indebtedness for Equity Interests and (4) Equity Interests (A) in the form of common stock (or similar equity interests such as ordinary membership interest and ordinary partnership interests) and (B) issued to any Credit Party. Permitted Refinancing Indebtedness shall not constitute a Junior Capital Transaction, except to the extent of the net cash proceeds retained by the Credit Parties and their Subsidiaries after the repayment of any Indebtedness being refinanced and the fees, costs, expenses and premiums (if any) required to be paid in connection therewith.
Sample 1
Junior Capital Transaction means any issuance, incurrence or sale (as applicable) by (a) a Loan Party or any of their respective Subsidiaries of (i) unsecured Debt for borrowed money, (ii) Subordinated Debt for borrowed money or (iii) secured Debt for borrowed money that is secured on a junior basis to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent (herein, a “Junior Debt Capital Transaction”) and (b) a Loan Party of any Equity Interests, including, without limitation, Disqualified Equity Interests (herein, a “Junior Equity Capital Transaction”); provided, that, the following shall be excluded from the foregoing: (1) intercompany Debt, (2) any issuance or sale of Equity Interests by the Borrower pursuant to any equity incentive plan or otherwise to any director, officer or employee of the Borrower or any Subsidiary thereof, (3) any conversion or exchange of Debt for Equity Interests, and (4) Equity Interests (A) in the form of common stock (or similar equity interests such as ordinary membership interests and ordinary partnership interests) and (B) issued to any Loan Party. Permitted Refinancing Debt shall not constitute a Junior Capital Transaction, except to the extent of the net cash proceeds retained by the Loan Parties and their Subsidiaries after the repayment of any Debt being refinanced and the fees, costs, expenses and premiums (if any) required to be paid in connection therewith.
Sample 1

Related to Junior Capital Transaction

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.

  • Capital Transaction means the sale, exchange or disposition (other than leasing in the ordinary course of business) of any Partnership property that is not in the ordinary course of business, or casualty damage to or condemnation of any Partnership property, or any substantial interest therein or portion thereof.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Fundamental Transaction means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Extraordinary Transaction means any merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of securities or assets other than in the ordinary course of business, dissolution, liquidation, restructuring, recapitalization or similar transaction with or involving the Company or any of its subsidiaries.

  • Real estate related financial transaction means any transaction involving:

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Group 1 Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.

  • Group I Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group I Senior Percentage of the Principal Payment Amount for Loan Group I, (b) the Group I Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group I and (c) the Group I Senior Liquidation Amount.

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Group 2 Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group 2 Senior Percentage of the Principal Payment Amount for Loan Group 2, (b) the Group 2 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 and (c) the Group 2 Senior Liquidation Amount.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Group II Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group II Senior Percentage of the Principal Payment Amount for Loan Group II, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group II, and (iii) the Group II Senior Liquidation Amount.