Subordinated Debt Financing or a "Preferred Stock Financing", as the case may be, with respect to any Restricted Subsidiary of the Company shall mean a public offering or private placement (whether pursuant to Rule 144A under the Securities Act or otherwise) of Subordinated Notes or Preferred Stock (whether or not such Preferred Stock constitutes Disqualified Stock), as the case may be, of such Restricted Subsidiary to one or more purchasers (other than to one or more Affiliates of the Company). "Subordinated Notes" with respect to any Restricted Subsidiary of the Company shall mean Indebtedness of such Restricted Subsidiary that is contractually subordinated in right of payment to any other Indebtedness of such Restricted Subsidiary (including, without limitation, Indebtedness under the Credit Facilities). The foregoing limitation shall not apply to (i) any Indebtedness or Preferred Stock of any Person existing at the time such Person is merged with or into or became a Subsidiary of the Company; provided that such Indebtedness or Preferred Stock was not incurred or issued in connection with, or in contemplation of, such Person merging with or into, or becoming a Subsidiary of, the Company and (ii) any Indebtedness or Preferred Stock of a Restricted Subsidiary issued in connection with, and as part of the consideration for, an acquisition, whether by stock purchase, asset sale, merger or otherwise, in each case involving such Restricted Subsidiary, which Indebtedness or Preferred Stock is issued to the seller or sellers of such stock or assets; provided that such Restricted Subsidiary is not obligated to register such Indebtedness or Preferred Stock under the Securities Act or obligated to provide information pursuant to Rule 144A under the Securities Act.
Subordinated Debt Financing means Subordinated Debt of the Borrower in an amount of not less than $100,000,000 evidenced by the Subordinated Notes.
Subordinated Debt Financing or a "Preferred Stock Financing," as the case may be, with respect to any Restricted Subsidiary of the Company shall mean a public offering or private placement (whether pursuant to Rule 144A under the Securities Act or otherwise) of Subordinated Notes or Preferred Stock (whether or not such Preferred Stock constitutes Disqualified Stock), as the case may be, of such Restricted Subsidiary to one or more purchasers (other than to one or more Affiliates of the Company). "Subordinated Notes" with respect to any Restricted Subsidiary of the Company shall mean Indebtedness of such Restricted Subsidiary that is contractually subordinated in right of payment to any other Indebtedness of such Restricted Subsidiary (including, without limitation, Indebtedness under the Credit Facilities). The foregoing limitation shall not apply to
Examples of Subordinated Debt Financing in a sentence
Purchaser is reasonably satisfied that it will have sufficient funds (including equity capital, Senior Debt Financing and Subordinated Debt Financing) to enable it to purchase the Shares pursuant to the Merger in accordance with terms hereof, pay all related fees and expenses and effect all other transactions contemplated hereby.
Purchaser has heretofore provided the Company with true and correct copies of (i) a proposal letter with respect to Purchaser's expected senior debt financing sources for the funding (the "Senior Debt Financing") of a portion of the Merger Consideration, and (ii) a term sheet with respect to Purchaser's expected subordinated debt financing sources for the funding (the "Subordinated Debt Financing") of a portion of the Merger Consideration.
Any Person becomes a "Restricted Subsidiary", as such term is defined in the Subordinated Debt Financing Documents, unless such Person is also a Guarantor.
Immediately upon the closing and funding of a Qualified Subordinated Debt Financing, the Borrower shall repay all then outstanding principal, together with all accrued but unpaid interest, under this Note and the other Notes.
Mezzanine and Subordinated Debt Financing Mezzanine or subordinated debt financing for residential and commercial development projects is highly fragmented.
More Definitions of Subordinated Debt Financing
Subordinated Debt Financing means the issuance by ARC prior to the Effective Time of the Wynnchurch Subordinated Notes.
Subordinated Debt Financing. 4.10 "Subordinated Notes" 4.10 "Subsidiary Guarantee" 4.17 "Suspended Covenants" 4.19
Subordinated Debt Financing. Private Placement, Capital Infusion, Equity Investment or Financing", or a "Purchase, Merger or Sale Transaction".
Subordinated Debt Financing means any transaction (or series of transactions) which involves (a) a VFI Party; and (b) which directly or indirectly results in the Company receiving proceeds from any debt financing Junior or subordinated to other debt, i.e., repayable in the case of liquidation only after senior debt with a higher claim and priority has been satisfied. This type of debt may be but not necessarily characterized by such features as interest only payments for a specified period of time, equity participation through warrants/options and other instruments, and convertible features. In the case of a "Subordinated Debt Financing" where the source of subordinated debt financing is originated by VFI or is from a VFI Party and the transaction closes during the Term of this Agreement, or within twelve (12) months of any termination or expiration thereof, VFI shall receive upon closing of the transaction, a lump-sum consulting fee computed by taking the total proceeds actually received by the Company multiplied by five (5%) percent.
Subordinated Debt Financing. For transactions involving investment of Subordinated Debt, the cash fee shall be 2% for acting as placement agent, paid to CFSC, plus 3% and a warrant equal to 5%, shall he issued to CFSC under the same terms as pursuant to an equity transaction above. CFSC may assign any portion of the warrants to any of its representatives.
Subordinated Debt Financing means VFIN introduced debt financing junior or subordinated to other debt, i.e., repayable in the case of liquidation only after senior debt with a higher claim has been satisfied. This type of debt may be but not necessarily characterized by such features as interest only payments for a specified period of time, equity participation through warrants/options and other instruments, and convertible features. For the purposes of this Agreement, Total Consideration shall mean and be computed as the total sale proceeds and other consideration received by Company, its stockholders, directed beneficiaries, or any newly formed entity owned or affiliated with or participated in by Company or any of its shareholders ("New Company") upon consummation of the Covered Transaction including, but not limited to: cash, securities, notes, debentures, purchase options, royalties, management, consulting and employment agreement; marketing, licensing and revenue contracts; agreements not-to-compete, including contingent and installment payments; consideration for assets owned by affiliates of Company or entities in any business relationship which are used in or are potentially useful in Company's business; the total value of liabilities avoided by the Company or assumed by the acquirer; the total value of all liabilities on the Company's balance sheet that are transferred to, or assumed by, the acquirer of the stock of Company in a stock transaction and any other tangible net benefit to the Company, its shareholders or directed beneficiaries. If a Covered Transaction is consummated between the Company and a VFIN Party during the term of this Agreement, or a period of twelve (12) months thereafter, Company shall pay VFIN, or cause VFIN to be paid, at the closing of such transaction a fee computed by taking the Total Consideration multiplied by ten percent (10%) plus expenses in the form of a non-accountable expense totaling three percent (3%). If a VFIN Introduced Purchase or Sale Transaction is consummated between the Company and a VFIN Party during the term of this Agreement, or a period of twelve (12) months thereafter, Company shall pay VFIN, or cause VFIN to be paid, at the closing of such transaction a fee computed by taking the Total Consideration received at each respective closing involved in such VFIN Introduced Purchase or Sale Transaction multiplied by a percentage determined pursuant to the following schedule: ------------------------------------------------ ------...
Subordinated Debt Financing where the source of subordinated debt financing is originated by VFIN or is from a VFIN Party and the transaction closes during the Term of this Agreement, or within twelve (12) months of any termination thereof, VFIN shall receive upon closing of the transaction, a lump-sum consulting fee computed by taking the total commitment multiplied by six (6%) percent. If such Subordinated Debt Financing is coupled with equity securities such as warrants, the value of the equity securities (to the extent same are options, warrants, or similar securities) shall be determined under the Black-Scholes methodology. All fees due to VFIN pursuant to this Agreement are payable pro rata in cash and stock as received by the Company unless otherwise mutually agreed to by Company and VFIN prior to executing a definitive agreement for a Covered Transaction. All fees are payable to VFIN at the closing date of the subject transaction. To the extent amounts are payable to Company after the closing date of a transaction, Company shall pay VFIN the applicable fee associated with such amounts at the time such amounts are actually received by Company. For example, if $7,000,000 is payable on the closing of the Covered Transaction and $3,000,000 is payable six (6) months thereafter, Company shall pay VFIN ($7,000,000 X 8.0%) on the day of the closing of the Covered Transaction and ($3,000,000 X 8.0%) upon its receipt of the final $3,000,000. Warrant and registration rights as well as the Company's obligations to compensate VFIN as described in this Section Five shall remain in full force and effect following the termination of this Agreement. Company shall grant VFIN customary piggyback registration rights (subject to normal cut-backs) for the common stock and the common stock underlying the warrants paid, granted or otherwise issued pursuant to Section 5 of this Agreement. These warrants shall be subject to a weighted average adjustment in the common stock underlying such warrants and the per share exercise price in the event of any stock splits, stock dividends, recapitalizations or similar events. The Company will reimburse VFIN for all pre-approved business expenses ("Expenses") incurred by VFIN in the performance of the work defined herein. All expenses in excess of $250 must be approved by the Company in advance of VFIN incurring said expenses in order to qualify as being reimbursable by the Company. As of the execution of this Agreement, these Expenses include 1) all phone, fax ...