Permitted Junior Payments means the Payments permitted by Clause 4.3 (Permitted Payments: Junior Liabilities).
Permitted Junior Payments means any payment or other distribution to the holders of the Debentures of securities of the Issuer or a Guarantor or any successor corporation or any corporation which is a transferee of all or substantially all of the assets of the Issuer and its Subsidiaries in each case that are equity securities or that are subordinated in right of payment to all Specified Senior Indebtedness of the Issuer or the relevant Guarantor, as the case may be, to the substantially same extent, or to a greater extent, than the Debentures or the relevant Guarantee, as the case may be, are so subordinated;
Permitted Junior Payments mean a payment or distribution in the form of equity securities or subordinated securities of the Company or any successor obligor with respect to the Notes provided for by a plan of reorganization or readjustment that, in the case of any such subordinated securities, are subordinate in right of payment to all Permitted Senior Indebtedness that may at the time be outstanding to substantially the same or a greater extent than, the Obligations are so subordinated as provided herein.
Examples of Permitted Junior Payments in a sentence
Upon the default in payment when due of any principal, interest or other amount owing with respect to Specified Senior Indebtedness (a “Payment Default”) by lapse of time, acceleration or otherwise, then all such Specified Senior Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment is made on account of the Debenture Liabilities (other than Permitted Junior Payments).
Neither any Junior Creditor nor the Company may waive, amend, or modify any conditions to any Junior Creditor’s right to receive any Permitted Junior Payments under the Junior Convertible Debentures in any manner adverse to the rights and benefits of the Senior Creditors hereunder.
Notwithstanding the terms of Section 2(a) above, the Company shall be permitted to pay, and the Junior Creditors shall be permitted to accept, (i) any and all non-cash Permitted Junior Payments, and (ii) any Permitted Junior Payments consisting of cash provided that (x) at the time of such payment no “Payment Blockage Period,” as defined in subsection (c) below, is in effect and (y) the making of such payment shall not cause a Payment Blockage Period to be in effect.
Indebtedness in Default Upon the default in payment when due of any principal, interest or other amount owing with respect to Specified Senior Indebtedness (a “Payment Default”) by lapse of time, acceleration or otherwise, then all such Specified Senior Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment is made on account of the Debenture Liabilities (other than Permitted Junior Payments).
The Junior Creditors shall not be prohibited from receiving any Permitted Junior Payments for more than three hundred sixty (360) days in the aggregate during any such three hundred sixty-five (365) day period.
More Definitions of Permitted Junior Payments
Permitted Junior Payments means and refers to, so long as at each time thereof, no Event of Default or Unmatured Event of Default has occurred and is continuing and no such Event of Default or Unmatured Event of Default would result therefrom, (a) the redemption, payment, repurchase, retirement for value, or acquisition, in one or more transactions, in an aggregate amount (excluding any consideration paid in the form of Borrower Common Stock) of up to the Junior Payment Amount of (i) principal amount of the Senior Subordinated Notes, (ii) Preferred Stock, (iii) Borrower Common Stock, or (iv) any combination of the foregoing; PROVIDED, HOWEVER, that the redemption, payment, repurchase, retirement for value, or acquisition of Borrower Common Stock shall constitute a Permitted Junior Payment only (y) if, after giving effect to such proposed redemption, payment, repurchase, retirement for value, or acquisition, Borrower's Leverage Ratio (which will be calculated by utilizing the Funded Debt extant as of the date of such redemption, payment, repurchase, retirement for value, or acquisition after giving effect to the incurrence of any Funded Debt incurred in connection with such transaction and by utilizing the Consolidated EBITDA for the four (4) immediately preceding fiscal quarters) would be less than or equal to 2.00:1.00; PROVIDED, HOWEVER, that Borrower may exclude from the requirements of this CLAUSE (Y) any redemption, payment, repurchase, retirement for value, or acquisition of Borrower Common Stock in an aggregate amount not to exceed the amount of the Warrant Exercise Proceeds, and (z) up to an aggregate amount equal to the sum of (i) Twenty Five Million Dollars ($25,000,000) and (ii) the Warrant Exercise Proceeds, (b) the incurrence of the Exchange Subordinated Debt pursuant to SECTION 6.1(C), and (c) the conversion of any Permitted Preferred Stock into, or the redemption or acquisition of any Permitted Preferred Stock for, Borrower Common Stock and payments of immaterial amounts in lieu of fractional shares in connection with any such conversion or redemption; PROVIDED, HOWEVER, that if no Event of Default or Unmatured Event of Default had occurred and was continuing on the date that Borrower gives notice of redemption or otherwise commences any action preliminary to making a Permitted Junior Payment, Borrower shall be entitled to make such Permitted Junior Payment notwithstanding the occurrence or continuation of an Event of Default or Unmatured Event of Default (other than...
Permitted Junior Payments means (i) payments of regularly scheduled interest on Subordinated Indebtedness not to exceed [ ]% per annum,(ii) payments of scheduled amortization payments equal to $[ ] per annum to the extent (x) not prohibited by the Trust Indenture and (y) no Payment Blockage Notice has been delivered to the Subordinated Creditors prior to such payments, (iii) current and accrued interest paid in kind by capitalizing such amount to the outstanding principal balance of such Indebtedness at the then applicable interest rate in accordance with the terms of the documents governing the applicable Subordinated Note Document (it beingunderstood that to the extent such capitalized payment is represented by a separate note, such additional note shall be subordinated to the same extent as the Subordinated Note),(iv) conversion of Subordinated Indebtedness to (or payments of such Indebtedness in whole or in part with) Equity Interests of the Borrower or other securities convertible into or exchangeable for Equity Interests or exchange of Subordinated Indebtedness for Equity Interests of the Borrower or other securities convertible into or exchangeable for Equity Interests of the Borrower, in each case, other than Disqualified Stock of the Borrower or in exchange for Equity Interests of the Borrower (other than Disqualified Stock),(v) payments of cash in lieu of the issuance of fractional shares upon the conversion or exchange of Equity Interests described in the preceding clause (iv), (vi) payments of reasonable, documented, and customary fees, costs, commissions and expenses associated with the transactions contemplated and permitted by the preceding clauses (iv) and (v), [and (vii) if such Subordinated Indebtedness would otherwise constitute an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, on each interest payment date ending on or after the fifth anniversary of the issue date of such Indebtedness, the Obligors shall be permitted to make such AHYDO Payments in cash as shall be necessary to ensure that such Indebtedness will not be considered an “applicable high yield discount obligation”]3.
Permitted Junior Payments means Restricted Payments, principal prepayments on Subordinated Debt and principal prepayments on the Term Loan, provided that (a) no Default shall exist at the time of such payment; (b) the Borrower shall deliver a compliance certificate to the Administrative Agent demonstrating in reasonable detail that after giving effect to such payment (and the incurrence of any Funded Debt in connection therewith) on a Pro Forma Basis that the Credit Parties would be in compliance with the financial covenants set forth in Section 8.12 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b) and (c) the aggregate amount of all such payments shall not exceed during the term of this Credit Agreement (i) $20 million plus (ii) the Adjusted Applicable Amount.
Permitted Junior Payments a payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations which may be made so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) Borrower has (x) Adjusted Excess Availability in an amount greater than 37.5% of the Revolver Commitments, (y) average daily Adjusted Excess Availability measured for the 30 days prior to the making of such payment in an amount greater than 37.5% of the Revolver Commitments and (z) Qualified Cash in an amount greater than $15,000,000, in each case immediately after giving effect to the making of such payment, and (iii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the proposed payment) for Parent and its Subsidiaries.
Permitted Junior Payments. Means any scheduled payments of principal, interest or premium on the Junior Convertible Debentures; provided that (i) such payments are made strictly in accordance with the terms of the Additional Securities Purchase Agreement and the Junior Convertible Debentures and (ii) no conditions to such payments were modified, amended, or waived by any party in any manner adverse to the rights of any holder of the Senior Debt.
Permitted Junior Payments set forth in Section 1.1 of the Credit Agreement hereby is amended in its entirety to read as follows:
Permitted Junior Payments means and refers to, so long as at each time thereof, no Event of Default or Unmatured Event of Default has occurred and is continuing and no such Event of Default or Unmatured Event of Default would result therefrom, (a) the redemption, payment, repurchase, retirement for value, or acquisition, in one or more transactions, in an aggregate amount (excluding any consideration paid in the form of Borrower Common Stock) of up to the Junior Payment Amount of (i) Preferred Stock, (ii) Borrower Common Stock, or (iii) any combination of the foregoing, and (b) the conversion of any Permitted Preferred Stock into, or the redemption or acquisition of any Permitted Preferred Stock for, Borrower Common Stock and payments of immaterial amounts in lieu of fractional shares in connection with any such conversion or redemption; PROVIDED, HOWEVER, that if no Event of Default or Unmatured Event of Default had occurred and was continuing on the date that Borrower gives notice of redemption or otherwise commences any action preliminary to making a Permitted Junior Payment, Borrower shall be entitled to make such Permitted Junior Payment notwithstanding the occurrence or continuation of an Event of Default or Unmatured Event of Default (other than an Event of Default or Unmatured Event of Default under SECTION 7.1(A) hereof) as of the date such Permitted Junior Payment is to be made.