Permitted Junior Capital definition

Permitted Junior Capital means and include (i) any Additional Permitted Subordinated Debt, (ii) any Permitted Senior Subordinated Notes, (iii) any Qualified Preferred Stock and (iv) any Disqualified Preferred Stock.
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Permitted Junior Capital means and includes (i) any Permitted Unsecured Debt and (ii) any Preferred Stock of the Issuer.
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Permitted Junior Capital means (a) Qualified Capital Stock of Holdings or (b)
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Examples of Permitted Junior Capital in a sentence

  • Section 6.11 of the Credit Agreement is hereby amended by (a) deleting the words ", Convertible Subordinated Notes" from clause (ii) thereof, (b) deleting the words "the Convertible Subordinated Notes" from clause (ii)(x) thereof and substituting therefor the words "any Permitted Junior Capital" and (c) deleting the words ", Convertible Subordinated Note Document" from clause (iii) thereof.

  • If such Permitted Junior Capital is issued by the Company or ChipPAC prior to the Prepayment Transactions Date, then on or prior to the first Business Day following the receipt of such Net Proceeds, the Company will prepay the outstanding Term Loans in an aggregate principal amount equal to the greater of (i) $20,000,000 and (ii) 50% of the amount of such Net Proceeds, such prepayment to be applied as specified for mandatory prepayments in Subsection 2.4(c) of the Credit Agreement.

  • The Required Lenders hereby consent to the foregoing prepayment requirement and waive compliance by the Company and ChipPAC with Subsections 2.4B(iii)(b) and (c) to the extent such subsections would require the application of a greater percentage of the Net Proceeds of Permitted Junior Capital issued on or prior to the Prepayment Transactions Date, to be applied to the prepayment of the Term Loans.

  • No sale shall be made to a Loan Party or an Affiliate of a Loan Party, and the Administrative Agent’s refusal to accept a Sale to a Loan Party, an Affiliate of a Loan Party, a holder of the Subordinated Note or any Permitted Junior Capital or any Affiliate of such a holder, or to any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable.


More Definitions of Permitted Junior Capital

Permitted Junior Capital means (a) Capital Stock of ChipPAC or (b) subordinated, unsecured Indebtedness of ChipPAC or the Company; provided that (i) such Permitted Junior Capital does not require any scheduled payment of principal or return of capital prior to the maturity date of the Convertible Subordinated Notes issued prior to the Amendment Effective Date (as defined below) and (ii) the subordination provisions (in the case of Indebtedness) and other non-pricing terms and conditions thereof are no less favorable to ChipPAC and its Subsidiaries and the Lenders than the analogous provisions of the Subordinated Debt Documents issued prior to the Amendment Effective Date.
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Permitted Junior Capital means Equity Interests of Holdings and/or Other Subordinated Debt of Holdings or the Borrower, in either case, that is issued in connection with the Acquisition, substantially all the net cash proceeds of which are used to finance the Acquisition Consideration, the Restructuring Costs and related fees and expenses. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
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Permitted Junior Capital means any unsecured Debt (including, but not limited to, Convertible Notes) incurred by the Parent.
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Permitted Junior Capital means up to $17,500,000 in unsecured subordinated Indebtedness issued by Borrower to replace or refinance the Subordinated Note and which shall be subject to the following terms and conditions: (i) subordination terms applicable thereto are no less favorable to the Lenders than those set forth in the Subordinated Note and otherwise reasonably acceptable to the Supermajority Lenders, (ii) Borrower is not required to repay such unsecured subordinated Indebtedness (either through amortization, maturity or redemption (other than customary (x) change of control provisions and (y) asset sale redemption provisions from proceeds net of (among other things) any mandatory prepayments required under this Agreement in respect of such asset sales, none of which may be paid while any Loans or L/C Obligations are outstanding or any Facility remains committed) at any time prior to at least six months after the later of the Scheduled Revolving Credit Termination Date and the Term Loan Maturity Date, except upon acceleration of such Indebtedness permitted by the applicable subordination provisions to the extent the proceeds thereof are required to be turned over to pay the Obligations, (iii) total yield on such subordinated Indebtedness or preferred Stock does not exceed 12.5% (or 13.5% including penalty interest) per annum, of which cash yield shall not exceed 10% per annum, assuming for purposes of this clause (iii), the Subordinated Note was issued at par, (iv) any financial covenants mirror those set forth in Article 5 and are at least 15% less restrictive than the financial covenants set forth in Article 5, except that the Permitted Junior Capital may require a Consolidated Total Leverage Ratio with respect to Holdings of not greater than 2.00:1.00, (v) all other covenants and other terms applicable thereto are not more restrictive than those contained in the Loan Documents or that certain Indenture, dated as of December 22, 2004, among Spheris, the Bank of New York, as Trustee and the other parties thereto and (vi) such unsecured subordinated Indebtedness or preferred Stock shall not have a cross-default to a Default or Event of Default having occurred under any Loan Document unless as a result of such Default or Event of Default under any Loan Document, the applicable Lenders have accelerated the Obligations to be immediately due and payable.
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Permitted Junior Capital means any unsecured Debt (including, but not limited to, Convertible Notes) incurred by the Parent. Permitted Capital Hedging Arrangement means (a) any agreement or arrangement pursuant to which the Parent acquires a bond hedge, call option, capped call option, forward or any similar derivative arrangement requiring the counterparty thereto to deliver to the Parent common stock of the Parent, the cash value of such common stock or cash representing the termination value of such option or a combination thereof from time to time upon settlement, exercise or early termination of such option, (b) an agreement or arrangement pursuant to which, among other things, the Parent issues to the counterparty thereto warrants to acquire common stock of the Parent, cash in lieu of delivering such common stock or cash representing the termination value of such option, or a combination thereof upon settlement, exercise or early termination thereof or (c) any share lending agreement, in each case, under clauses (a), (b) and (c), entered into by the Parent in connection with any issuance or refinancing of Permitted Junior Capital or issuance of any equity by the Parent or any Subsidiary (including in each case, without limitation, in connection with the exercise of any over-allotment or initial purchaser’s (or initial purchasers’) or underwriter’s (or underwriters’) option).
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Related to Permitted Junior Capital

  • Permitted Junior Debt means any Permitted Junior Notes and any Permitted Junior Loans.

  • Permitted Junior Securities means Equity Interests in the Company or debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt pursuant to this Indenture.

  • Permitted Joint Venture Investment means, with respect to an Investment by any specified Person, an Investment by such specified Person in any other Person engaged in a Permitted Business (a) over which the specified Person is responsible (either directly or through a services agreement) for day-to-day operations or otherwise has operational and managerial control of such other Person, or veto power over significant management decisions affecting such other Person and (b) of which at least 30% of the outstanding Equity Interests of such other Person is at the time owned directly or indirectly by the specified Person.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Permitted Junior Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second-lien (or other junior lien) secured notes or second-lien (or other junior lien) secured loans; provided that (i) such Indebtedness (x) is secured by the Collateral on a second-priority (or other junior priority) basis with the Obligations and (y) is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature, have a shorter Weighted Average Life to Maturity than, or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise be subject to the provisions of one or more intercreditor agreements reasonably satisfactory to the Administrative Agent and (vi) any mandatory or voluntary prepayments of Permitted Junior Secured Refinancing Debt may not be made except to the extent that prepayments of the Term Loans and Permitted Pari Passu Secured Refinancing Debt are first made ratably, to the extent required hereunder or pursuant to the terms of such Permitted Pari Passu Secured Refinancing Debt, as the case may be. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Junior Capital collectively, any Indebtedness of any Parent or the Borrower that (a) is not secured by any asset of the Borrower or any Restricted Subsidiary, (b) is expressly subordinated to the prior payment in full of the Loans on terms consistent with those for senior subordinated high yield debt securities issued by U.S. companies sponsored by either of the Sponsors (as determined in good faith by the Borrower, which determination shall be conclusive), (c) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the Initial Term Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Borrower, Capital Stock of any Parent or any other Junior Capital), (d) has no mandatory redemption or prepayment obligations other than (x) obligations that are subject to the prior payment in full in cash of the Loans or (y) pursuant to an escrow or similar arrangement with respect to the proceeds of such Junior Capital and (e) does not require the payment of cash interest until the date that is 91 days following the Initial Term Loan Maturity Date.

  • Restricted Junior Payment means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Company now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Company now or hereafter outstanding, (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company now or hereafter outstanding, and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Permitted Jurisdiction means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organisation for Economic Co-operation and Development, or any political subdivision of any of the foregoing.

  • Permitted Joint Ventures means one or more joint ventures formed (a) by the contribution of some or all of the assets of the Company’s or a Permitted Affiliate Parent’s business solutions division pursuant to a Business Division Transaction to a joint venture formed by the Company, a Permitted Affiliate Parent or any of the Restricted Subsidiaries with one or more joint venturers and/or (b) for the purposes of network and/or infrastructure sharing with one or more joint venturers.

  • Permitted Jurisdictions has the meaning specified in Section 801(a)(1).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Receivables Financing means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which it sells, conveys or contributes to capital or otherwise transfers (which sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest in) Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), all of which such sales, conveyances, contributions to capital or transfers shall be made by the transferor for fair value as reasonably determined by the Borrower (calculated in a manner typical for such transactions including a fair market discount from the face value of such Receivables) (a) to a trust, partnership, corporation or other Person (other than the Borrower or any Subsidiary other than any Receivables Financing Subsidiary), which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in such Receivables and Related Assets, or (b) directly to one or more investors or other purchasers (other than the Borrower or any Subsidiary), it being understood that a Permitted Receivables Financing may involve (i) one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein (such as a sale, conveyance or other transfer to any Receivables Financing Subsidiary followed by a pledge of the transferred Receivables and Related Assets to secure Indebtedness incurred by the Receivables Financing Subsidiary), and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing, and (ii) periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, provided that any such transactions shall provide for recourse to such Subsidiary (other than any Receivables Financing Subsidiary) or the Borrower (as applicable) only in respect of the cash flows in respect of such Receivables and Related Assets and to the extent of breaches of representations and warranties relating to the Receivables, dilution of the Receivables, customary indemnities and other customary securitization undertakings in the jurisdiction relevant to such transactions.

  • Permitted Bid Acquisition means an acquisition of Voting Shares made pursuant to a Permitted Bid or a Competing Permitted Bid;

  • Permitted Joint Venture means, with respect to any specified Person, a joint venture in any other Person engaged in a Similar Business in respect of which the Borrower or a Restricted Subsidiary beneficially owns at least 35% of the shares of Equity Interests of such Person.

  • Permitted Business Investment means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

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

  • Permitted Business means any business conducted by the Company, its Restricted Subsidiaries or CTSH and its Subsidiaries on the date hereof and any other business related, ancillary or complementary to any such business.

  • Permitted Bid Acquisitions means share acquisitions made pursuant to a Permitted Bid or a Competing Bid.

  • Permitted Acquired Debt shall have the meaning set forth in Section 9.04(d).

  • Permitted Business Investments means Investments by the Company or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of the Company or in any Joint Venture, provided that:

  • Permitted Pari Passu Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of senior secured notes; provided, that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Parent or Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) such Indebtedness, (i) unless incurred as a term loan under this Agreement, does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, and (ii) if incurred as a term loan under this Agreement, does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt, (d) the security agreements relating to such Indebtedness (to the extent such Indebtedness is not incurred hereunder) are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) to the extent such Indebtedness is not incurred hereunder, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Intercreditor Agreement with the Administrative Agent and (f) such Indebtedness, if consisting of Refinancing Notes, satisfies clause (d) of the definition of Permitted Other Debt Conditions. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Permitted Repurchases means the repurchase by the Corporation of shares of Common Stock held by employees, officers, directors, consultants, independent contractors, advisors, or other persons performing services for the Corporation or a subsidiary that are subject to restricted stock purchase agreements or stock option exercise agreements under which the Corporation has the option to repurchase such shares: (i) at cost, upon the occurrence of certain events, such as the termination of employment or services; or (ii) at any price pursuant to the Corporation’s exercise of a right of first refusal to repurchase such shares.

  • 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.