Recapitalization Documentation definition

Recapitalization Documentation collectively, the Recapitalization Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements modifying or supplementing the terms thereof or entered into in connection therewith.
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Recapitalization Documentation collectively, the ------------------------------ Recapitalization Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith, in each case as amended, supplemented or otherwise modified from time to time in accordance with Section 7.16.
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Recapitalization Documentation as defined in Section 5.1(b).
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Examples of Recapitalization Documentation in a sentence

  • Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the Recapitalization Documentation, in a manner which could reasonably be expected to have a Material Adverse Effect.

  • As of the date hereof, the representations and warranties contained in the Recapitalization Documentation are true and correct in all material respects.

  • Each of the Specified Transactions which is required by the terms of the Definitive Recapitalization Documentation to be consummated on or prior to the Closing Date shall have been, or substantially concurrently with the Initial Credit Extension on the Closing Date will be, consummated.

  • This Agreement, the other Credit Documents, the Governance Agreement, the other Definitive Recapitalization Documentation and the Fee Letter constitute the entire contract between the parties relative to the subject matter hereof.

  • As of the Closing Date, after giving effect to the transactions contemplated by the Loan Documents and the Recapitalization Documentation, and as of each Borrowing Date, the Company and its Subsidiaries will be Solvent on a Consolidated basis.

  • No Material Misstatements; Recapitalization Documentation..............................

  • The Parent shall have received at least $360,000,000 in gross cash proceeds from the offering of the Senior Discount Notes and the Net Cash Proceeds thereof shall have been used to purchase the Parent's Capital Stock and pay related fees and expenses pursuant to the Recapitalization Documentation.

  • Neither the Merger Documentation nor the Recapitalization Documentation shall have been amended, supplemented or otherwise modified (pursuant to a waiver or otherwise), other than pursuant to an amendment, supplement, modification or waiver which is, in form and substance, reasonably satisfactory to the Administrative Agent, as evidenced by its written approval thereof.

  • The Administrative Agent shall have received certified copies of the Recapitalization Documentation (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) 64 57 and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof in any respect.

  • The Administrative Agent shall have received evidence satisfactory to it that the Consolidated capital structure of the Company after the Recapitalization shall be as set forth in the Recapitalization Documentation, after giving effect to the transactions to occur on the Closing Date and the Second Drawdown Date.


More Definitions of Recapitalization Documentation

Recapitalization Documentation means, collectively, the Recapitalization Agreement and all other agreements, instruments and documents executed in connection therewith but excluding the Subordinated Note Documentation, this Agreement and the Other Documents.
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Recapitalization Documentation collectively, the Merger Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.
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Recapitalization Documentation means each instrument, agreement or other legally binding arrangement entered into in connection with the financing of the Recapitalization, including each Loan Document and each Senior Note Document.
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Related to Recapitalization Documentation

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • 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.

  • Acquisition Documents means the Acquisition Agreement and any other documents executed or issued, or to be executed or issued, by or on behalf of the Target and/or Horizon in respect of the Acquisition (but excluding the Loan Documents).

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Combination Agreement has the meaning in the recitals hereto.

  • Related Documentation means, with respect to Software, all materials, documentation (including control documentation utilized in connection with an audit), specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information that describes the function and use of such Software, but excluding source code.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Organic Documents with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • L/C Related Documents has the meaning specified in Section 2.06(b)(i).

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Application Documents means collectively: (i) the grant application submitted by Grantee, including all exhibits, schedules, appendices and attachments thereto; (ii) all documents, correspondence and other written materials submitted in respect of such grant application; and (iii) all amendments, modifications or supplements to any of the foregoing approved in writing by City.

  • Organizational Documents means, with respect to any Person, the articles or certificate of incorporation or organization and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, operating agreement or such other organizational documents of such Person.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.