Conversion to Exit Facility Sample Clauses

Conversion to Exit Facility. (a) Upon the satisfaction or amendment or waiver by the Required Lead Lenders (or, to the extent there are no Lead Lenders at the time, the Required Lenders) of the conditions precedent set forth in Section 3 of the Exit Loan Agreement, at the Company’s sole option, (i) the Company, in its capacity as reorganized Xxxxxxx Kodak Company, and each Guarantor, in its capacity as a reorganized Debtor, to the extent such Person is required under the Exit Loan Agreement o continue to be a guarantor of the Exit Facility, shall assume all Obligations in respect of the Loans h reunder and all other monetary obligations in respect hereof, (ii) all, but not less than all, outstanding First Lien Last OutNew Money Loans and all Junior Loans shall be continued as an Exit Loan (as defined in the Exit Loan Agreement) under the Exit Facility, (iii) each First Lien Last OutNew Money Lender and Junior Loan Lender hereunder shall be a Lender (as defined in the Exit Loan Agreement) under the Exit Facility, (iv) accrued and unpaid interest on the Loans shall be payable in cash on the Effective Date and (v) this Agreement and the Loan Documents shall be superseded and replaced by the Exit Facility Documentation. Notwithstanding anything herein to the contrary, concurrently with the consummation of the Acceptable Reorganization Plan, the Company may refinance all or a portion of the Junior Loans with Junior Loan Refinancing Indebtedness (as defined in the Exit Facility) and to continue First Lien Last OutNew Money Loans nd any Junior Loans that have not been refinanced under the Exit Facility; provided that any prepayment of the Junior Loans made with the proceeds of Junior Loan Refinancing Indebtedness shall be made together with all accrued and unpaid interest thereon and a premium in the amount of 2.00% of the principal amount of the Junior Loans so repaid. Each of the Loan Parties, the Agent and the Lenders shall take such actions and execute and deliver such agreements, instruments or other d cuments as the Agent and Loan Parties may agree to give effect to the provisions of this Section 2.22 and as are required to complete the Schedules to the Exit Facility Documentation.
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Conversion to Exit Facility. Upon the satisfaction or waiver by the requisite parties of the conditions precedent set forth in Section 5 of the Exit Credit Agreement, automatically and without any further consent or action required by the Administrative Agent, any Lender or any Loan Party, (i) the Borrower, in its capacity as reorganized Xxxx Corporation, and each Guarantor, in its capacity as a reorganized Debtor, to the extent such Person is required under the Exit Credit Agreement to continue to be a guarantor of the Exit Facility, shall assume all Obligations in respect of the Loans hereunder and all other monetary obligations in respect hereof, (ii) each outstanding Loan hereunder shall be continued as an Exit Loan (as defined in the Exit Credit Agreement) under the Exit Facility, (iii) each Lender hereunder shall be a Lender (as defined in the Exit Credit Agreement) under the Exit Facility, (iv) accrued and unpaid interest on the Loans shall be payable in cash on the Effective Date and (v) this Agreement and the Loan Documents shall be superseded and replaced by the Exit Facility Documentation. Each of the Loan Parties, the Administrative Agent and the Lenders shall take such actions and execute and deliver such agreements, instruments or other documents as the Administrative Agent may reasonably request to give effect to the provisions of this Section 2.24 and as are required to complete the Schedules to the Exit Facility Documentation; provided, however, that any such action by the Administrative Agent or any of the Lenders shall not be a condition precedent to the effectiveness of the provisions of this Section 2.24.
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Conversion to Exit Facility. (a) Pursuant to the Plan of Reorganization and upon the effective date thereof, the reorganized Borrower and the reorganized Guarantors and/or certain other newly-formed entities (the “New Credit Parties”) which are reasonably acceptable to Administrative Agent shall have purchased or otherwise acquired substantially all of the Facilities and other related operating assets (other than property subject to the Environmental Legacy Liabilities, except for the Facility located in Henderson, Nevada) of Borrower and the Guarantors (the Persons in such capacities as of the time immediately prior to the Exit Facility Conversion Date, the “Existing Credit Parties”). In the event that Borrower exercises the Exit Facility Option and upon (i) the execution and delivery by the New Credit Parties and the Existing Credit Parties of an accession, assumption and novation agreement in form and substance reasonably satisfactory to Administrative Agent (the “Accession and Novation Agreement”) and (ii) the satisfaction (or waiver in accordance with the terms of this Agreement) of the other conditions precedent set forth in Section 3.5:
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Conversion to Exit Facility. (a) Pursuant to the Plan of Reorganization and upon the effective date thereof, the reorganized Borrower and the reorganized Guarantors and/or certain other newly-formed entities (the “New Credit Parties”) which are reasonably acceptable to Administrative Agent shall have purchased or otherwise acquired substantially all of the Facilities and other related operating assets (other than property subject to the Environmental Legacy Liabilities, except for the Facilities located in Henderson, Nevada and Savannah, Georgia, of Borrower and the Guarantors) (the Persons in such capacities as of the time immediately prior to the Exit Facility Conversion Date, the “Existing Credit Parties”). In the event that Borrower exercises the Exit Facility Option and upon (i) the execution and delivery by the New Credit Parties and the Existing Credit Parties of an accession, assumption and novation agreement in form and substance reasonably satisfactory to Administrative Agent (the “Accession and Novation Agreement”) and (ii) the satisfaction (or waiver in accordance with the terms of this Agreement) of the other conditions precedent set forth in Section 3.5:
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Conversion to Exit Facility. Upon the effective date of the Chapter 11 Plan, the outstanding principal balance of the DIP Term Loans shall automatically convert into term loans and commitments, as applicable, under the Exit Facility which shall be subject to the conditions set forth in the Exit Facility Term Sheet; provided that all guarantees, security interests and liens provided by any Non-Debtor DIP Guarantor and each Subsidiary Borrower that is not the Company shall be automatically released upon such conversion. Amortization: None.
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Conversion to Exit Facility. (a) Upon the satisfaction or amendment or waiver by the Required Lead Lenders (or, to the extent there are no Lead Lenders at the time, the Required Lenders) of the conditions precedent set forth in Section 3 of the Exit Loan Agreement, at the Company’s sole option, (i) the Company, in its capacity as reorganized Xxxxxxx Kodak Company, and each Guarantor, in its capacity as a reorganized Debtor, to the extent such Person is required under the Exit Loan Agreement to continue to be a guarantor of the Exit Facility, shall assume all Obligations in respect of the Loans hereunder and all other monetary obligations in respect hereof, (ii) all, but not less than all, outstanding New Money Loans and all Junior Loans shall be continued as an Exit Loan (as defined in the Exit Loan Agreement) under the Exit Facility, (iii) each New Money Lender and Junior Loan Lender hereunder shall be a Lender (as defined in the Exit Loan Agreement) under the Exit Facility,
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Related to Conversion to Exit Facility

  • Extension and Conversion The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another Type; provided, however, that (i) except as provided in Section 3.7, Eurodollar Loans may be converted into Prime Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Prime Rate Loans may be converted into Eurodollar Loans, only if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.l(b)(ii) and (iv) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion in the form of Exhibit 3.2 (or telephone notice promptly confirmed in writing) to the Agent prior to 10:30 A.M. (Milwaukee, Wisconsin time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Prime Rate Loan and on the third Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Prime Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Loans to be so extended or converted, the Types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in paragraphs (a) and (b), and in (c) or (d), of Section 5.2. In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loans shall be automatically converted into Prime Rate Loans at the end of their Interest Period. The Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Conversion Privilege and Conversion Price Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

  • CONVERSION NOTICE The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

  • Conversion of Debentures Section 16.01.

  • Conversion of Notes (a) Upon the conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Conversion Shares, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable. In the event that the Conversion Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely if such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion.

  • Form of Conversion Notice Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: Xxxxxxxx Offshore Services, Inc. The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below designated, for shares of Common Stock of Xxxxxxxx Offshore Services, Inc. in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Signature: Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder. (Name) Social Security or other Taxpayer Identification Number (Please print name and address) Principal amount to be converted: (if less than all) $ . Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

  • Conversion and Continuation of Borrowings The Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, and (c) not later than 12:00 (noon), New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period, subject in each case to the following:

  • Conversion and Continuation of Loans The Lead Borrower on behalf of the Borrowers shall have the right at any time,

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

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