Reorganization Notes definition

Reorganization Notes means notes, in an aggregate principal amount of $58,800,000 as of the Effective Date, in the form, or substantially in the form to be filed with the Court prior to the Confirmation Hearing, and which shall include the terms and conditions more fully set forth in Exhibit "K" to the Plan.
Sample 1Sample 2
Reorganization Notes means securities of the Company as recognized or readjusted or securities of the Company or any other Person provided for by a plan of reorganization or readjustment that are subordinated, to at least the same extent as the Notes, to the payment of all Senior Indebtedness (including any securities issued in exchange for Senior Indebtedness) that will be outstanding after giving effect to such plan of reorganization or readjustment, so long as (a) the rate of interest on such securities shall not exceed the effective rate of interest on the Notes on the date hereof, (b) such securities shall not be entitled to the benefits of covenants or defaults materially more beneficial to the holders of such securities than those in effect with respect to the Notes on the date hereof (or the Senior Indebtedness, after giving effect to such plan of reorganization or readjustment) and (c) such securities shall not provide for amortization (including sinking fund and mandatory prepayment provisions) commencing prior to the date six months following the final scheduled maturity date of the Senior Indebtedness (as modified by such plan of reorganization or readjustment).
Sample 1
Reorganization Notes means notes, in an aggregate amount not to exceed $57.7 million, in the form, or substantially in the form to be filed with the Court no later than five (5) business days prior to the Confirmation Date, and which shall include the terms and conditions more fully set forth in Exhibit "K" to the Plan.
Sample 1

Examples of Reorganization Notes in a sentence

  • The offer and sale of Reorganization Notes under the Plan is exempt from all federal and state securities registration and licensing requirements under 11 U.S.C. Section 1145(a)(1).

  • The offer or sale of (a) the New PSI Common Stock to or for the benefit of the Holders of Allowed Class 7 Claims and Allowed Class 9 Claims/Interests, (b) the Designated Stock Options, (c) the New PSI Common Stock issuable upon the exercise of the Designated Stock Options, or (d) the Reorganization Notes in accordance with the Plan is deemed to be a public offering.

  • New PSI Common Stock and Reorganization Notes........................................

  • On the Effective Date (or on the Initial Stock Distribution Date in respect to the Initial Class 7 Securities), the Holders of Allowed Class 7 Claims will receive in respect of their Allowed Class 7 Claims the following treatment: (1) Cash equal to thirty percent (30%) of the Holders' Allowed Class 7 Claim; (2) their Pro Rata share of the Reorganization Notes; and (3) the Holders' Pro Rata share of the Initial Class 7 Securities.

  • The Company and the Noteholders have entered into a Note Exchange Agreement in which they have agreed that the Company will issue, among other things, a total of $17,335,097.65 principal amount of Notes to the Noteholders in exchange for a total of $17,335,097.65 principal amount of the Company's Junior Subordinated Reorganization Notes.

  • The Company and the Noteholders have entered into a Note Exchange Agreement in which they have agreed that the Company will issue $3,250,000 principal amount of Notes to the Noteholders in exchange for $4,900,000 principal amount of the Company's Subordinated Reorganization Notes.

  • Accordingly, all distributions on account of Allowed Class 7 Claims (including New PSI Common Stock, Reorganization Notes and Cash) shall be distributed to the Indenture Trustee, for further distribution in accordance with the terms of the Indenture and/or Plan.

  • Each Holder of an Allowed Class 7 Claim shall receive on the Effective Date (or on the Initial Stock Distribution Date, in respect to the Initial Class 7 Securities): (1) cash equal to thirty percent (30%) of the Holder's Allowed Class 7 Claim; (2) the Holder's Pro Rata share of the Reorganization Notes; and (3) the Holder's Pro Rata share of the Initial Class 7 Securities (which shall be equal to 63% of the Aggregate Shares).

  • In consideration therefore, the Stockholders shall receive shares of Common Stock and notes of CGII (the "Exchange Notes," and together with the Distribution Notes referred to in paragraph 5 below, the "Reorganization Notes").

  • The Company or Disbursing Agent will distribute or cause to be distributed all New PSI Common Stock and, if applicable, Reorganization Notes pursuant to the Plan.


More Definitions of Reorganization Notes

Reorganization Notes means those certain promissory notes, dated of even date herewith, in the aggregate initial principal amount of $___________, issued in connection with the reorganization occurring on the date hereof and described in the Form S-1.
Sample 1

Related to Reorganization Notes

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

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Reorganization Agreement has 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.

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

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

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

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

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

  • Reorganization Event has the meaning specified in Section 5.6(b).

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

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

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Acquisition Note means a promissory note made by Borrower in favor of a Lender evidencing the Lender’s Applicable Percentage of the Acquisition Loan, substantially in the form of Exhibit G.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • 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.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Surviving Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before and after giving effect to the Initial Extension of Credit.

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

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

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); and (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.

  • 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).