Sixth Amendment Transactions definition
Sixth Amendment Transactions the Sixth Amendment Acquisition, together with each of the following transactions consummated or to be consummated in connection therewith: (a) the Borrower obtaining the Incremental B-2019 Term Loans; (b) if applicable, the other transactions described in the Sixth Amendment Acquisition Agreement; (c) the repayment (or the giving of notice for the repayment thereof) of certain Indebtedness of the entities acquired directly or indirectly by the Borrower in the Sixth Amendment Acquisition as provided in Section 2.04(d) of the Sixth Amendment Acquisition Agreement (the “Sixth Amendment Refinancing”); and (d) the payment of fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition (the “Sixth Amendment Transactions Costs”).
Sixth Amendment Transactions shall have the meaning specified in the Sixth Amendment.
Sixth Amendment Transactions means (i) the repayment of the Initial Term Loans set forth on Schedule 1 of the Sixth Amendment to the Selling Lenders set forth on such schedule, together with all accrued and unpaid interest thereon, and (ii) the payment of fees and expenses in connection with the Sixth Amendment and the foregoing.
Examples of Sixth Amendment Transactions in a sentence
Create, incur, assume or suffer to exist any Indebtedness without the prior written consent of the Investor Representative, except the Permitted Debt and any Indebtedness incurred in connection with the Sixth Amendment Transactions.
No step has been taken or is intended by the Company or, to its Knowledge, any other Person to make the Company subject to a Bankruptcy Event.Upon the consummation of the Sixth Amendment Transactions on the Sixth Amendment Effective Date, the Company and the Company Parties are and will be, taken as a whole, Solvent.
Create, incur, assume or suffer to exist any Lien upon any Collateral or any assets of the Pledged Subsidiaries relating to Selinexor, whether now owned or hereafter acquired, other than the Permitted Liens and those Liens created in connection with the Sixth Amendment Transactions.
There is no Indebtedness incurred by the Company or any of its Subsidiaries other than the Permitted Debt and any Indebtedness incurred in connection with the Sixth Amendment Transactions.
Notwithstanding any other provision of this Agreement, in consideration for the Company agreeing to enter into the Sixth Amendment Transactions, no payment of the Revenue Interests is required to be made for the Quarterly Payment Dates occurring on August 15, 2025, November 15, 2025, February 15, 2026 and May 15, 2026 (or, if any such date is not a Business Day, the next succeeding Business Day).
More Definitions of Sixth Amendment Transactions
Sixth Amendment Transactions means (a) the execution, delivery and performance of (1) the Senior Credit Agreement and the transactions contemplated thereby, the (2) the Fifth Amendment and the transactions contemplated thereby and (3) the Sixth Amendment to the ABL Loan Documents, (b) the refinancing of the Indebtedness under the Senior Credit Agreement on the Sixth Amendment Effective Date, (c) the execution, delivery and performance by each Loan Party of the Seventh Amendment to the ABL Loan Documents, (d) the execution, delivery and performance by each Loan Party of the Sixth Amendment and the transactions contemplated thereby, (e) the execution, delivery and performance by each Loan Party of the Junior Loan Documents and the transactions contemplated thereby, including the issuance of warrants and preferred equity interests of the Borrower pursuant thereto, and (f) the payment of the fees and expenses payable in connection with the foregoing.
Sixth Amendment Transactions has the meaning assigned to the term “Transactions” in the Sixth Amendment. “SOFR”: with respect to any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for such U.S. Government Securities Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding U.S. Government Securities Business Day. “SOFR Administrator”: the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Administrator’s Website”: the website of the Federal Reserve Bank of New York, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Rate Day”: has the meaning assigned to such term in the definition of “Daily Simple SOFR”. “Solvency Certificate”: a solvency certificate from the Chief Financial Officer of the Parent Borrower substantially in the form of Exhibit K. “Solvent”: as of any date of determination, (a) the fair value of the assets of the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liabilities on its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, continent or otherwise, as such debts and liabilities become absolute and matured and (d) the Parent Borrower and its Restricted Subsidiaries, on a consolidated basis, will not have an unreasonably small capital with which to conduct the business in which it is engaged as such 52
Sixth Amendment Transactions has the meaning assigned to the term “Transactions” in the Sixth Amendment.
Sixth Amendment Transactions means (a) the Ameredev Acquisition, (b) the execution, delivery and performance by the Credit Parties of the Sixth Amendment and the other Loan Documents related thereto, (c) the making of any Advances on the Sixth Amendment Effective Date and the use of the proceeds thereof, and (d) the incurrence of fees and other transaction costs in connection with the transactions described in clauses (a) through (c) above.
Sixth Amendment Transactions means, collectively, the Company and certain of its Subsidiaries entering into or consummating (i) the exchange of (a) $100,978,000 in aggregate principal amount of the Company’s Existing 2029 Convertible Notes and warrants to purchase shares of Common Stock originally issued on May 13, 2024 for (b) the 2029 Convertible Exchange Notes and new warrants to purchase shares of Common Stock pursuant to the New Exchange Agreements (together, the “Notes Exchange”); (ii) (x) the exchange of $24,250,000 in aggregate principal amount of the Existing 2025 Convertible Notes, for shares of Common Stock and new warrants to purchase shares of Common Stock pursuant to the 2025 Note Equitization Agreements (the “SUN Equitization”) and (y) the incurrence of Indebtedness representing the aggregate principal amount of Existing 2025 Convertible Notes outstanding upon consummation of the SUN Equitization in an amount not to exceed $250,000, and the repayment thereof (and accrued and unpaid interest thereon) at maturity; (iii) the exchange of $15,000,000 in aggregate principal amount of the Existing 2029 Convertible Notes for shares of Common Stock pursuant to the 2029 Note Equitization Agreements (the “Equitization”); (iv) the issuance of the New 2028 Convertible Notes; (v) the First Amendment to the Senior Loan Agreement; (vi) the Sixth Amendment; (vii) the Exchange Agreements referenced in foregoing clauses (i), (ii) and (iii); (viii) the payment of certain fees (a) in warrants to purchase shares of Common Stock in connection with the First Amendment to the Senior Loan Agreement and (b) in cash or in the form of Common Stock or Pre-Funded Warrants in connection with the Notes Exchange, the Equitization, the issuance and sale of the New 2028 Convertible Notes and the First Amendment to the Senior Loan Agreement, in each case pursuant to that certain “Fee Agreement Pursuant to Transaction Documents” letter dated as of the date hereof; (ix) the payment of certain fees in cash or in the form of Common Stock or Pre-Funded Warrants in connection with the Sixth Amendment pursuant to that certain “Fee Agreement Pursuant to Sixth Amendment to Revenue Interest Financing Agreement” letter dated as of the date hereof; (x) the issuance of shares of Common Stock and warrants to purchase Common Stock pursuant to that certain securities purchase agreement dated October 7, 2025, by and among the Company and the other parties thereto (the “PIPE”) and (xi) all other transactions contemplated by...