Debt and Equity Capitalization of Company. On or before the Closing Date, (a) the LGP Investors and the TPG Investors had purchased Holdings Membership Interests for cash consideration of not less than $190,000,000 and (b) Holdings and TCW had purchased shares of the Capital Stock of Merger Sub for cash consideration of not less than $195,000,000. An additional $3,200,000 of Company Stock had been retained through "rollovers" by existing management shareholders.
Debt and Equity Capitalization of Company. On or before the Closing Date, Newco and Company shall have consummated the transactions contemplated under the Recapitalization Agreement, and in connection with such transactions, Company will have, following the Merger of Newco with and into Company, not less than $75,000,000 of equity financing, consisting of (i) approximately $7,500,000 in shares of Company retained by current shareholders, (ii) approximately $750,000 in cash common equity contributions by certain Management Investors (which contributions will be financed by Company and will be made following consummation REVOLVING LOAN CREDIT AGREEMENT EXECUTION 77 85 of the Merger) and (iii) approximately $67,500,000 in equity financing from Newco, which equity financing shall have been contributed to Newco immediately prior to the Merger as follows: (x) an amount not less than $61,875,000 in cash by GSII, (y) approximately $4,500,000 of Old Management Shares (valued at the highest cash price offered to public shareholders in the Acquisition) contributed by a certain Management Investor in exchange for common stock of Newco which will be converted in the Merger into shares of Company Common Stock and (z) approximately $1,125,000 of restricted shares of common stock of Newco granted to a certain Management Investor which will be converted in the Merger into shares of Company Common Stock. On or before the Closing Date, Company shall have issued and sold not less than $110,000,000 in aggregate principal amount of Senior Subordinated Notes.
Debt and Equity Capitalization of Company. On or before the Closing Date, (a) Holdings shall have contributed to Company, as common equity, all of the consideration received by Holdings from the sale of Holdings Common Stock and (b) Company shall have issued and sold not less than $15,000,000 in aggregate principal amount of Subordinated Notes.
Debt and Equity Capitalization of Company. On or before the ----------------------------------------- Closing Date, (a) Xxxxxxx Xxxxxx, CMC and certain members of Company's management, shall have purchased additional Capital Stock of Company for a cash consideration of not less than $32,400,000 upon terms and conditions satisfactory to Agents, and (b) Company shall have issued and sold not less than $190,000,000 in aggregate principal amount of Senior Subordinated Notes having an interest rate not in excess of 14%.
Debt and Equity Capitalization of Company. On or before the Closing Date, (a) Holdings shall have contributed to Company, as common equity, the Exchange Shares and all amounts received as a capital contribution from Parent pursuant to clause
Debt and Equity Capitalization of Company. On or before the ----------------------------------------- Closing Date, (a) RCBA shall have purchased all of the outstanding Company Series A Preferred Stock and Company Series C Preferred Stock for cash consideration of $100,000,000 and (b) Company shall have issued and sold not less than $200,000,000 in aggregate principal amount of Senior Subordinated Notes or Bridge Notes.
Debt and Equity Capitalization of Company. On or before the Closing Date, (a) Holdings shall have contributed to Company, as common equity, all of the cash consideration received by Holdings from the sale of Holdings Common Stock, which in no event shall be less than $112,500,000, (b) Company shall have issued and sold not less than $225,000,000 in aggregate principal amount of Senior Subordinated Notes, and (c) Company shall have sold to BTCC the Customer Notes on a non-recourse (except for Assumed Guaranties which in no event shall exceed $20,000,000) basis for approximately $163,700,000 in accordance with the terms of the Loan Portfolio Purchase Agreement, as such amount may be adjusted in accordance with the terms of the Loan Portfolio Purchase Agreement.
Debt and Equity Capitalization of Company. (i) Class A Common Stock, Class B Common Stock and Class C Common Stock. On or prior to the Closing Date, Company shall have authorized the Class C Common Stock, and such amendments to its Class A Common Stock, Class B Common Stock and Redeemable Preferred Stock as are necessary or desirable to permit the consummation of the Transactions, shall have obtained the requisite approval of its shareholders thereto, and shall have filed its Restated Articles of Incorporation with the Secretary of State of the State of Delaware effecting such authorizations and amendments, in each case as more particularly described in the Proxy Statement. The terms of such Company's Class A Common Stock, Class B Common Stock, Class C Common Stock and Redeemable Preferred Stock, as amended on or prior to the Closing Date, shall be satisfactory to Agent and Arrangers and its Restated Articles of Incorporation, as filed with the Secretary of the State of Delaware, shall have been delivered to Agent. 106 (ii) Equity Holdings by Yucaipa. Upon the consummation of the Transactions, (1) the shareholders of Smitty's prior to the Acquisition, including Yucaipa, shall collectively own and control, directly or indirectly, not less than 3,038,888 shares of Company's Class B Common Stock, and (2) Company shall have issued, and The Yucaipa Companies shall have received, the Yucaipa Warrant. On or prior to the Closing Date, Company shall have delivered to Agent an Officers' Certificate in form and substance satisfactory to Agent setting forth in reasonable detail the percentage of the issued and outstanding shares of each series of Company's Common Stock beneficially owned and controlled, directly or indirectly, by Yucaipa and the Yucaipa Investors collectively on the Closing Date.
Debt and Equity Capitalization of Company. On or before the ----------------------------------------- Closing Date, (a) Holdings shall have contributed to Company, as common equity, all of the cash consideration received by Holdings from the sale of Holdings Common Stock, 108 which in no event shall be less than $112,500,000, (b) Company shall have issued and sold not less than $225,000,000 in aggregate principal amount of Senior Subordinated Notes, and (c) Company shall have sold to BTCC the Customer Notes on a non-recourse (except for Assumed Guaranties which in no event shall exceed $20,000,000) basis for approximately $163,700,000 in accordance with the terms of the Loan Portfolio Purchase Agreement, as such amount may be adjusted in accordance with the terms of the Loan Portfolio Purchase Agreement.
Debt and Equity Capitalization of Company
