HOLDINGS INDEBTEDNESS definition

HOLDINGS INDEBTEDNESS means the Company’s Indebtedness as it would be reflected on a consolidated balance sheet of the Company as of the opening of business on the Closing Date prepared in accordance with GAAP applied on a basis consistent with the Company’s accounting principles, policies and methodologies used in connection with the preparation of the Financial Statements, severance payments owed as a result of terminations of employment which are effective on the Closing Date (for clarity, not in respect of severance obligations for employees terminated following the Closing Date) and other one-time bonus or similar compensation payments becoming due upon the consummation of the Merger under existing employment agreements of the Company. The parties hereto acknowledge that the following shall not be considered Holdings’ Indebtedness: (i) any bonus payments payable to any of the Bonus Executives pursuant to the terms of Section 1.4 of the Company Disclosure Letter, (ii) any new equity or other compensation awards granted in connection with the consummation of the Merger provided that such awards have been approved by the Parent Board, (iii) the granting and vesting of the Escrowed Shares and (iv) any Indebtedness of Xxxx Growth Opportunity Fund I LP or any of its Subsidiaries.
Sample 1
HOLDINGS INDEBTEDNESS means, at the time of determination, all outstanding indebtedness of Holdings to any Person, including, without limitation, the Class III Repurchase Obligation. In no event shall CDC, as a Member of Holdings, be deemed to have any interest in or direct or indirect obligation to pay the Holdings Indebtedness. "HOLDINGS LIMITED AGREEMENT" the limited liability company agreement of Holdings in substantially the form attached hereto as EXHIBIT E and incorporated herein by this reference.
Sample 1
HOLDINGS INDEBTEDNESS means (a) Indebtedness (excluding Guaranty Obligations) owing by Holdings (i) all or a part of the gross proceeds of which are contributed substantially contemporaneously with such issuance to the capital of, or used to purchase from the Company the common Stock of, the Company and used to make the Holdings 2005 Dividend, (ii) having a stated rate of interest not to exceed the greater of (A) the Eurodollar Rate (or a substantially identical rate) plus 10.0% and (B) 12.5%, (iii) providing for an option for the payment in kind of interest on terms and conditions satisfactory to the Administrative Agent, (iv) having a stated maturity no earlier than the fifth anniversary of the issuance thereof, (v) that is not guaranteed by, or secured by a Lien on any asset or property of, the Company or any Subsidiary of the Company, (vi) that is not secured by a Lien on any asset or property of Holdings, and (vii) promptly after the issuance of which, a copy of all agreements, certificates and other documents executed in connection with the issuance thereof certified as being complete and correct by a Responsible Officer of the Company are delivered to the Administrative Agent, and (b) Guaranty Obligations incurred by Holdings prior to August 31, 2005 in respect of Indebtedness owing by an Affiliate of Holdings (other than a Loan Party or a Subsidiary of a Loan Party) having substantially the terms described in clause (a) above (other than clause (i) thereof); provided that the aggregate principal amount of the Indebtedness described in clause (a) and Indebtedness supported by a Guaranty Obligation described in clause (b) above shall together not exceed $180,000,000 (in addition to any increase to such principal amount resulting from the payment in kind of interest under such Indebtedness).
Sample 1

More Definitions of HOLDINGS INDEBTEDNESS

HOLDINGS INDEBTEDNESS means (a) Indebtedness (excluding Guaranty Obligations) owing by Holdings evidenced by the $105,000,000 aggregate principal amount of the 11.00% Senior Notes due 2010, issued by Holdings under the Holdings Notes Indenture and (i) having a stated rate of interest not to exceed the greater of (A) the Eurodollar Rate (or a substantially identical rate) plus 10.0% and (B) 12.5%, (ii) providing for an option for the payment in kind of interest on terms and conditions satisfactory to the Administrative Agent, (iii) having a stated maturity no earlier than the fifth anniversary of the issuance thereof, (iv) that is not guaranteed by, or secured by a Lien on any asset or property of, the Company or any Subsidiary of the Company and (v) that is not secured by a Lien on any asset or property of Holdings and (b) Guaranty Obligations incurred by Holdings evidenced by the guaranty of $75,000,000 aggregate principal amount of the Convertible Notes, which Notes shall have substantially the terms described in clause (a) above; provided, however, that the aggregate principal amount of the Indebtedness described in clause (a) and Indebtedness supported by a Guaranty Obligation described in clause (b) above shall together not exceed $180,000,000 (in addition to any increase to such principal amount resulting from the payment in kind of interest under such Indebtedness). AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY
Sample 1
HOLDINGS INDEBTEDNESS means, at the time of determination, all outstanding indebtedness of Holdings to any person, including, without limitation, the Class III Repurchase Obligation. "HOLDINGS NEW VALUE" shall be equal to 20% of (A) the Castle West Incremental EBITDA PLUS the Projected Castle West Incremental EBITDA, (B) multiplied by the Common Stock Market Multiple (C) multiplied by 90%; PROVIDED, HOWEVER, that the Holdings New Value shall be calculated subject to the following:
Sample 1
HOLDINGS INDEBTEDNESS means, at the time of determination, all outstanding indebtedness of Holdings to any person, including, without limitation, the Class III Repurchase Obligation. In no event shall CDC California, as a member of Holdings, be deemed to have any interest in or direct or indirect obligation to pay the Holdings Indebtedness. "HOLDINGS NEW VALUE" shall be equal to 20% of (A) the Castle West Incremental EBITDA PLUS the Projected Castle West Incremental EBITDA, (B) multiplied by the Common Stock Market Multiple (C) multiplied by 90%; PROVIDED, HOWEVER, that the Holdings New Value shall be calculated subject to the following:
Sample 1

Related to HOLDINGS INDEBTEDNESS

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Restricted Indebtedness means Indebtedness of Holdings, the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Capital Markets Indebtedness means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a placement to institutional investors. The term “Capital Markets Indebtedness” shall not include any Indebtedness under commercial bank facilities or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • First Lien Indebtedness means any Indebtedness for borrowed money (which, for the avoidance of doubt, does not include Purchase Money Indebtedness, and any related Liens thereto) secured by a Lien on any assets of the Issuer or any Restricted Subsidiary ranking pari passu with the Liens securing the Notes Obligations.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Permitted Indebtedness means any of the following:

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Designated Indebtedness means any Indebtedness that has been designated by the Borrower at the time of the incurrence thereof as “Designated Indebtedness” for purposes of this Agreement in accordance with the requirements of Section 6.01.

  • Permitted Holdings Debt has the meaning assigned to such term in Section 6.01(a)(xviii).

  • Senior Unsecured Indebtedness means Indebtedness that is not subordinated to any other Indebtedness and is not secured or supported by a guarantee, letter of credit or other form of credit enhancement.

  • Consolidated Indebtedness means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness: