Subordinated Debt Financing definition

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. Private Placement, Capital Infusion, Equity Investment or Financing", or a "Purchase, Merger or Sale Transaction".

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.

• The Company agrees that, prior to and during the syndication efforts, the Company will not endeavor to obtain any competing financings by the Company in the syndication and capital markets, other than the Subordinated Debt Financing or any lease receivable securitizations of the Blue Star Group and other than for the benefit of the Spin-Off Companies in connection with the Spin-Off.

More Definitions of Subordinated Debt Financing

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. Section 4.07(a) "Subordinated Lenders" -- Section 4.07(a) "Subsidiary" -- Section 9.11(i) "Surviving Corporation" -- Section 1.01 "Surviving Corporation Common Stock" -- Section 2.01(a) "Surviving Corporation Preferred Stock" -- Section 2.01(a) "Tax" and "Taxes" -- Section 3.12 "TBCA" -- Section 1.01 "Termination Fee" -- Section 8.02(b) "TNMP" -- Section 3.13(l) "Transfer Taxes" -- Section 6.11 "Year 2000 Compliant" -- Section 3.23 This AGREEMENT AND PLAN OF MERGER, dated as of May 24, 1999 (this "Agreement"), is made and entered into by and among SW Acquisition, L.P., organized and existing under the laws of Texas ("Parent"), ST Acquisition Corp., a Texas corporation wholly owned by Parent ("Sub"), and TNP Enterprises, Inc., a Texas corporation (the "Company").

Subordinated Debt Financing means the issuance by ARC prior to the Effective Time of the Wynnchurch Subordinated Notes.

Subordinated Debt Financing. Section 3.22 "Subordinated Lenders" -- Section 3.22 "Subsidiary" -- Section 9.11(i) "Superior Transaction" -- Section 5.02 "Surviving Corporation" -- Section 1.01 "Surviving Corporation Common Stock" -- Section 2.01(a) "Surviving Corporation Preferred Stock" -- Section 2.01(a) "taxes" -- Section 3.12(b) "Voting Agreement" -- Preamble "Warrant Amount" -- Section 2.01(f)

Subordinated Debt Financing. 4.10 "Subordinated Notes" 4.10 "Subsidiary Guarantee" 4.17 "Suspended Covenants" 4.19

Subordinated Debt Financing means, individually and collectively, any and all subordinated debt financings offered by Access and permitted by Lender which shall be described on Schedule 7.2 (as updated by Borrower from time to time) and which are subordinated to the Obligations in accordance with a Subordination Agreement satisfactory to Lender.

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.