Recapitalization Transactions definition

Recapitalization Transactions shall have the meaning set forth in the Recitals.

Recapitalization Transactions means the consensual recapitalization of certain of the Company Parties’ outstanding indebtedness and equity interests consisting of the consummation of the exchange offers involving the exchange of the Notes and/or the Cash Pay Notes for New Third Lien Notes, the issuance of the New Second Lien Notes and the issuance of the MYT Holdco Series A Preferred Stock and the MYT Holdco Series B Preferred Stock on terms and conditions consistent with the Transaction Support Agreement.

Recapitalization Transactions means the Merger, each other transaction contemplated by the Recapitalization Documents, the payment of Indebtedness to be Repaid and the payment of fees and expenses in connection with the Transactions.

Examples of Recapitalization Transactions in a sentence

• Notwithstanding anything to the contrary in the foregoing, the Releases set forth above do not release (1) any party or entity from their obligations under the Commitment Letter or (2) any post-Effective Date obligations of any party or Entity under this Agreement, the Definitive Documents, any Recapitalization Transaction, the Commitment Letter, or any document, instrument, or agreement executed to implement the Recapitalization Transactions.

• The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower Representative certifying to and documenting the solvency of the Borrowers and their Subsidiaries after giving effect to the Recapitalization Transactions, the Petro Acquisition and the Transactions.

• A copy of the complete organizational structure chart (1) prior to the closing of the Recapitalization Transactions is attached as Schedule 3.15B, and (2) as of the Effective Date and after giving effect to the closure of the Recapitalization Transactions, is attached as Schedule 3.15C.

• The Recapitalization Transactions and the Petro Acquisition shall have been completed or shall be completed concurrently on the terms and conditions set forth in the Recapitalization Agreement and the Petro Acquisition Purchase Agreement, respectively.

• The Releasing Parties will be bound by this Section 11.19(e) notwithstanding the nature of any Claim, Cause of Action, or litigation relating to the Recapitalization Transactions or any judgment or order entered on any such Claim, Cause of Action or litigation.

More Definitions of Recapitalization Transactions

Recapitalization Transactions means the transactions contemplated by the Recapitalization Agreement, including, without limitation, (a) the acquisition by JCP Funds, existing management of the Borrowers and one or more additional co-investors of all of the outstanding equity interests in the US Borrower and Pipe which are currently held by investment funds managed by FS Private Investments III LLC, current management of the Borrowers and one or more other co-investors, (b) the borrowing by Holdings, the US Borrower and EMCayman of the Term Loans, and (c) the repayment in full of all existing indebtedness of the Loan Parties and their Subsidiaries other than Indebtedness permitted under Section 6.01.

Recapitalization Transactions collectively, the Recapitalization, the repayment of certain Indebtedness and the other transactions contemplated by the Recapitalization Documentation, any other transactions consummated in connection with any of the foregoing (including, without limitation, the payment of transaction fees and expenses) and the financing of any of the foregoing.

Recapitalization Transactions has the meaning set forth in Section 3 hereof.

Recapitalization Transactions means the repurchases of securities of the Company set forth on Schedule 1.

Recapitalization Transactions means the transactions contemplated by the Recapitalization Agreement.

Recapitalization Transactions the incurrence by the Borrower of Tranche C Term Loans, and the use of the net proceeds thereof, together with other funds, to (i) pay dividends or make other distributions (including payments in respect of stock options) to holders of the Capital Stock of the Borrower, Holdings or any Parent Company and (ii) pay, or permit Holdings or any Parent Company to pay, amounts due in respect of the Deferred Obligation Amount under and as defined in the Merger Agreement. 30

Recapitalization Transactions means the consummation of the following transactions: (1) the entering into of the Senior Secured Credit Facilities on the Issue Date; (2) the issuance of the Notes pursuant to this Indenture and the issuance of the 2017 Notes pursuant to the 2017 Indenture; (3) the repayment in full of any amounts outstanding under that certain asset-based lending facility dated as of July 6, 2007 by and among the Company, ABN AMRO Bank N.V. as administrative agent (as the same has been amended from time to time); (4) the repayment in full of any amounts outstanding under that certain term loan facility dated as of July 6, 2007 by and among the Company, UBS AG, Stamford Branch, as administrative agent and as collateral agent (as the same has been amended from time to time); (5) the consummation of the Tender Offers and any payment by the Company (whether directly or indirectly) to the holders of Existing Notes in exchange for Existing Notes tendered pursuant to the Tender Offers; (6) any payment by the Company (whether directly or indirectly) to the holders of Existing Notes in exchange for Existing Notes not tendered pursuant to the Tender Offers, through redemptions thereof; (7) the payment of a one-time distribution by the Company to its direct or indirect parent companies in an amount not to exceed the amount disclosed in the Offering Circular (which disclosed amount was $1,700 million); and (8) the payment of fees and expenses in relation to the foregoing.