Cashless Term Loan Prepayment definition
Cashless Term Loan Prepayment means the deemed optional prepayment of the principal amount of Term Loans by the Borrower pursuant to Section 2.05(a)(i), which prepayments shall be effectuated by the conversion or exchange (x) on or prior to February 28, 2021 (which date, upon written notice to the Administrative Agent, may be extended to permit a shareholder vote with respect to the Borrower, as needed to obtain required regulatory approvals or allow for the expiration of any regulatory waiting period (including under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act), in each case, as necessary to effectuate all or any portion of such conversion or exchange) of Term Loans in an aggregate principal amount deemed purchased not to exceed $50,000,000 into Stock or Stock Equivalents (other than Disqualified Stock) of the Borrower by reducing the principal amount of Term Loans on a dollar for dollar basis based on a price determined by the Borrower and the Team Loan Lenders, which generally will be based on the market price of common stock of the Borrower (or such other price as may be required by the applicable rules and regulations of the NYSE) and/or (y) on or prior to February 17, 2021 of Term Loans in an aggregate principal amount deemed purchased not to exceed $35,000,000 into Notes Indebtedness permitted pursuant to Section 7.01(q) on a dollar-for dollar basis based on the principal amount of such deemed purchased Notes Indebtedness.
Cashless Term Loan Prepayment in Section 1.01 (Defined Terms) of the Credit Agreement shall be amended by deleting the text stricken below to read in its entirety as follows:
Cashless Term Loan Prepayment means (x) any Cashless Notes Indebtedness Term Loan Prepayment or (y) any Cashless Stock Conversion Term Loan Prepayment, as the context may require.
More Definitions of Cashless Term Loan Prepayment
Cashless Term Loan Prepayment means (x) any Cashless Notes Indebtedness Term Loan Prepayment or (y) any Cashless Stock Conversion Term Loan Prepayment, as the context may require. (c) Clause (a) of the definition of “Restricted Payment” shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows: (a) any dividend, distribution or any other payment whether direct or indirect, on account of any Stock or Stock Equivalents of the Borrower or any of its Subsidiaries now or hereafter outstanding, except (i) a dividend payable solely in Stock or Stock Equivalents (other than Disqualified Stock), or (ii) a dividend or distribution payable solely to the Borrower or one or more Guarantors, or (iii) so long as at the time of payment no Default or Event of Default shall have occurred and be continuing or may result therefrom, any payment to holders of Preferred Stock issued pursuant to Section 7.01(t) of regularly payable dividends at a rate not to exceed 9.0% per annum of the liquidation preference of such Preferred Stock, US6224674 006975-0846 3 (d) Clause (d)(iv)(B) of Section 2.09 (Fees) shall be amended by inserting the text underlined below and deleting the text stricken below to read in its entirety as follows: (B) the remainder of the outstanding Deferred Ticking Fees and Other Amendment Fees shall be payable on the earlier of (a) the last day of the Availability Period with respect to the Revolving Credit Facility and (b) the later of (I) the date on which the sum of (x) the aggregate amount of principal of Borrower incurs Additional Notes Indebtedness incurred by the Borrower plus (y) the aggregate liquidation preference of Preferred Stock (other than Converted Preferred Stock) issued by the Borrower in an aggregate principal amount that exceeds $30,000,000 and (II) the later of (x) each date set forth below with respect to each corresponding “Aggregate Amount Payable” if the Revolving Credit Facility Termination Date does not occur prior to or simultaneously with such date and (y) the last Business Day of any calendar month (any such date, a “Test Date”) on which the Cash Balance exceeds $50,000,000, provided that, if after giving pro forma effect to the payment of such portion of fees owed under this Section 2.09(d)(iv)(B) the Cash Balance does not exceed $50,000,000, (i) such payment shall not exceed the amount that would cause the Cash Balance to equal $50,000,000 and (ii) accumulated unpaid amounts of such portion o...