Reorganization Securities definition
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
Reorganization Securities means any notes, equity interests or other securities (whether debt, equity or otherwise) issued by the relevant reorganized debtor that are distributed pursuant to a Plan on account of the First Out Obligations and/or the Last Out Obligations in any Insolvency Proceeding.
Reorganization Securities means (a) debt securities that are issued pursuant to an Insolvency Proceeding the payment of which is subordinate and junior at least to the extent provided in this Annex II to the payment of the Senior Indebtedness outstanding at the time of the issuance thereof (including any refinancing of Senior Indebtedness pursuant to an Insolvency Proceeding) and to the payment of all debt securities issued in exchange for such Senior Indebtedness in such Insolvency Proceeding (whether such subordination is effected by the terms of such securities, an order or decree issued in such Insolvency Proceeding, by agreement of the Term Lenders or otherwise), or (b) equity securities that are issued pursuant to an Insolvency Proceeding; provided, in either case, that such securities are authorized by an order or decree made by a court of competent jurisdiction in such Insolvency Proceeding.
Examples of Reorganization Securities in a sentence
Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors in any Insolvency or Liquidation Proceeding with respect to the Company, all amounts due or to become due under or with respect to all Senior Debt shall first be paid in full in cash or cash equivalents before any payment is made on account of the Notes and all other Obligations with respect thereto, except that the Holders of Notes may receive Reorganization Securities.
Notwithstanding the foregoing, the consent of the Agent (in its sole discretion) shall be sufficient (without further approval by the Lenders) to approve revisions to such form necessary (i) to permit the issuance to any subordinated Seller of Junior Reorganization Securities and (ii) to waive the requirement that the promissory notes evidencing such Seller's Permitted Seller Subordinated Debt be pledged and delivered to the Agent as security.
For the avoidance of doubt, Reorganization Securities are not, and shall not be deemed to be, Collateral or proceeds of Collateral.
In the event of an Insolvency Proceeding relative to any Obligor, the Senior Facility Debt shall be Paid In Full before any Distribution (other than a Distribution of Reorganization Securities) shall be made on account of any Subordinated Indebtedness.
Any such Distribution (except Reorganization Securities) which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent until all amounts owing upon Senior Facility Debt shall have been Paid In Full.
More Definitions of Reorganization Securities
Reorganization Securities means any debt or equity securities issued on account of all or any portion of the Subordinated Indebtedness in connection with an Insolvency Event that are in each case subordinated in liquidation to the Obligations (or any debt or equity securities issued on account of any Obligations) to at least the same extent that the Subordinated Indebtedness are subordinated to the Obligations hereunder.
Reorganization Securities means securities of the Company or any other corporation provided for by a plan of reorganization or readjustment of the Company (a) which are equity securities that do not provide for any mandatory payments to holders thereof, including by way of dividends or mandatory redemption; or (b) the payment of which is subordinated, at least to the extent provided in Article 5 with respect to the Securities, to the payment of all Senior Indebtedness which may at the time be outstanding.
Reorganization Securities means securities issued by the Borrower (or any successor) in exchange for all Subordinated Debt upon the effectiveness of a plan of reorganization in bankruptcy of the Borrower that are either (a) equity securities of the Borrower having no mandatory redemption, repurchase or dividend obligations, and that are not convertible into or exchangeable for any securities having mandatory payment, redemption, repurchase or dividend obligations or (b) debt securities of the Borrower the payment of which is subordinated, at least to the extent provided in this Agreement with respect to the Subordinated Debt, prior to the Payment in Full of the Senior Debt, provided that no class of Senior Debt is impaired (within the meaning of Section 1124 of Title 11 of the United States Code) by such plan of
Reorganization Securities means any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holders of the Warrants at any time shall be entitled to receive, or shall have received, upon the exercise of the Warrants, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or other securities pursuant to Section 5.1 or otherwise.
Reorganization Securities means shares of stock of the Company, or its successor, as reorganized, or other securities of the Company or any other person provided for by a plan of reorganization, the payment of which is subordinated, at least to the same extent as this Note, to the payment of all Senior Indebtedness which may at the time be outstanding and the principal of which is due no earlier than the principal of this Note, provided that the rights of the holders of the Senior Indebtedness are not impaired thereby or such holders as a class shall have approved such plan of reorganization.
Reorganization Securities means, with respect to any reorganization, composition, arrangement, adjustment or readjustment of the Borrower or any Guarantor or of their respective securities, securities of the Borrower or such Guarantor as reorganized or readjusted that are subordinated, at least to the same extent as the Loans, to the payment of all outstanding Senior Indebtedness after giving effect to such plan of reorganization or readjustment; provided, however, that (a) in the case of debt securities, (i) such securities shall not provide for amortization (including sinking fund and mandatory prepayment provisions) commencing prior to six months following the final scheduled maturity of all Senior Indebtedness of the Borrower or such Guarantor (as modified by such plan of reorganization or readjustment), as the case may be, (ii) if the rate of interest on such securities is fixed, such rate of interest shall not exceed the greater of (A) the rate of interest on the Loans on the effective date of such plan of reorganization or readjustment and (B) the sum of (x) the weighted average rate of interest on the Indebtedness under the Chase Credit Agreement on the effective date of such plan of reorganization or readjustment and (y) the difference (such difference, the "Interest Differential"), if positive, between the rate of interest on the Loans and the weighted average rate of interest on Indebtedness under the Chase Credit Agreement, in each case immediately prior to the commencement of such reorganization, composition, arrangement, adjustment or readjustment, (iii) if the rate of interest on such securities floats, such interest rate shall not exceed at any time the sum of the weighted average interest rate on Indebtedness under the Chase Credit Agreement at such time and the Interest Differential, and (iv) such securities shall not have covenants or default provisions materially more beneficial to the holders thereof or more restrictive on the Borrower or the Guarantors than those in effect with respect to the Loans on the Closing Date and (b) in the case of all securities (including debt securities), the distribution of such securities was authorized by an order or decree of a court of competent jurisdiction and such order gives effect to (and states in such order or decree that effect has been given to) the subordination of such securities to all Senior Indebtedness of the Borrower or such Guarantor not paid in full in cash in connection with such reorganization, provided tha...
Reorganization Securities means (a) the Reorganization Common Stock, (b) the Series A Preferred Stock and (c) the Warrants.