Permitted Reorganization Securities definition

Permitted Reorganization Securities means securities, whether debt or equity, received in an Insolvency Proceeding or a consensual reorganization or restructuring that are subordinated, junior and inferior to the Senior Indebtedness in all respects to at least the same extent as the Subordinated Indebtedness as provided herein.
Sample 1Sample 2Sample 3
Permitted Reorganization Securities means any debt or equity securities which are distributed to the Junior Creditors in an Insolvency Proceeding which are subordinated to the Junior Obligations as to Liens and have payment terms no less favorable to the Senior Creditors than the terms of the Junior Obligations related thereto.
Sample 1Sample 2Sample 3
Permitted Reorganization Securities means (i) Debt Reorganization Securities that are subject to an intercreditor agreement or agreement among lenders that is consistent in all material respects with this Agreement including, without limitation, the payment priority provision in Section 5 hereof and (ii) Non-Debt Reorganization Securities.
Sample 1

Examples of Permitted Reorganization Securities in a sentence

  • The relative rights of Agent and Lenders to Distributions, Permitted Reorganization Securities and any other payment or property distributed by any Loan Party on account of the Obligations will continue after the commencement of any such Insolvency Proceeding.


More Definitions of Permitted Reorganization Securities

Permitted Reorganization Securities means (a) Debt Reorganization Securities that are subject to an intercreditor agreement or agreement among lenders that is substantially consistent with the terms and substance of this Exhibit IC-1 (including, without limitation, provisions that preserve the relative payment priorities of the First Out Obligations vis-a-vis the Last Out Obligations that have been established pursuant to the terms of the Credit Agreement); provided, that the waterfall set forth in any such agreement will only apply to Distributions upon a new waterfall triggering event as set forth in such agreement that occurs after the effective date of the applicable Plan, and (b) Non-Debt Reorganization Securities that are not Disqualified Equity.
Sample 1
Permitted Reorganization Securities means debt or equity securities of any Grantor or any other Person, which (x) are provided for by a plan of reorganization, composition, deed of company arrangement, plan of arrangement, adjustment or readjustment or proposal of any Grantor or of its securities or other liabilities that has been adopted pursuant to an Insolvency or Liquidation Proceeding, or any other judicial, governmental or statutory proceeding, and confirmed or approved by a court or other Governmental Authority, if any, having jurisdiction over such proceeding, and (y) if secured by a Lien upon any property of the reorganized debtor on account of the First Lien Obligations and the Second Lien Obligations, the provisions of this Agreement shall apply to such Liens.
Sample 1
Permitted Reorganization Securities means any (a) debt securities issued to Second Lien Secured Parties in substitution of or in exchange for all or any portion of the Second Lien Obligations; provided that to the extent such debt securities are secured by Liens on the First Lien Collateral, the provisions of this Agreement will survive the distribution of such debt securities and such Liens will be subordinated to the First Priority Liens to at least the same extent that the Second Priority Liens on the First Lien Collateral are subordinated to the First Priority Liens pursuant to the terms of this Agreement and/or (b) equity securities issued to Second Lien Secured Parties in substitution for or in exchange for all or any portion of the Second Lien Obligations; provided that such equity securities shall not provide for mandatory redemption or mandatory dividend or distribution payments prior to the Discharge of First Lien Obligations; provided further that, in each case, such securities are issued (i) under a plan that (x) is proposed, supported or accepted by the number and amount of First Lien Secured Parties required under Section 1126(d) of the Bankruptcy Code or (y) pays the First Lien Obligations in full in cash on the effective date of such plan or (ii) solely in respect of the general unsecured portion of the Second Lien Obligations, if any.
Sample 1
Permitted Reorganization Securities means (i) Debt Reorganization Securities that are distributed to the Administrative Agent pursuant to a Plan that has been approved by the Holders, pursuant to a Tranche Vote, as provided in Section 3(f)(i) and are subject to an intercreditor agreement or agreement among lenders that is consistent in all material respects with this Agreement including, without limitation, the payment priority provision in Section 5 hereof (provided that (1) the payment priority set forth in any such agreement shall only apply to payments and/or Proceeds of Collateral upon a new payment priority triggering event as set forth in such agreement that occurs after the effective date of the applicable Plan, (2) such agreement will contain provisions mutually agreed upon by the holders of such Debt Reorganization Securities that preserve the relative economic terms of the First Out Obligations in relation to the Last Out Obligations that have been established with regards to the Applicable Margin and (3) if the holders of such Debt Reorganization Securities cannot agree upon such provisions, such provisions will be as finally determined by a court of competent jurisdiction) and
Sample 1
Permitted Reorganization Securities and “in cash.” Not all agreements will require “in cash,” meaning the disgorgement of non- cash payments by the subordinated creditor could lead to the possibility that the senior creditor receives more than it was owed (although it would have to return any excess). This construct also creates a risk that the conversion to cash of the property received will result in an amount of cash less than the subordinated creditor’s perceived value of the asset. Some disgorgement provisions permit the subordinated creditor to retain “permitted reorganization securities” which are securities subordinated to the senior claims at least to the same extent as the current subordinated claim. Thus, for this to result in a different outcome, the senior bank would have to receive preferred stock in lieu of common.7
Sample 1
Permitted Reorganization Securities means (i) Debt Reorganization Securities that are distributed to the Administrative Agent pursuant to a Plan that has been approved by the Holders, pursuant to a Tranche Vote, as provided in Section 3(f)(i) and are subject to an intercreditor agreement or agreement among lenders that is consistent in all material respects with this Agreement including, without limitation, the payment priority provision in Section 5 hereof (provided that (1) the payment priority set forth in any such agreement shall only apply to payments and/or Proceeds of Collateral upon a new payment priority triggering event as set forth in such agreement that occurs after the effective date of the applicable Plan, (2) such agreement will contain provisions mutually agreed upon by the holders of such Debt Reorganization Securities that preserve the relative economic terms of the First Out Obligations in relation to the Last Out Obligations that have been established with regards to the Applicable Margin and (3) if the holders of such Debt Reorganization Securities cannot agree upon such provisions, such provisions will be as finally determined by a court of competent jurisdiction) and (ii) Non-Debt Reorganization Securities that are distributed to the Administrative Agent pursuant to a Plan that has been approved by the Holders, pursuant to a Tranche Vote, as provided in Section 3(f)(i).
Sample 1

Related to Permitted Reorganization Securities

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • 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).

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • 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.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

  • New Financing has the meaning specified in Section 2.04(a).

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • 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 Subsidiaries may sell, convey or otherwise transfer to:

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantially equivalent derivative transaction) on the Company’s or a Parent Company’s common equity sold by the Company or a Parent Company substantially concurrently with a related Permitted Bond Hedge Transaction.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

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