Additional Covenant. The Company hereby further covenants and agrees that the amount of the Series E Preferred Stock and Series E-1 Preferred Stock remaining after the redemptions as contemplated in Section 1(a) of the 2021 Limited Consent, Waiver and Amendment Agreement, shall be converted to secured debt to the extent that all or any portion of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay to the Purchaser in cash any and all accrued and unpaid dividends in respect of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness in respect of all or any portion of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, to certain Subsidiary Guarantors as indicated in Schedule 8.1 to the Purchase Agreement, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, and (ii) no portion of any of the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance with the applicable provisions of the CARES Act.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Limited Consent, Waiver and Amendment Agreement (Staffing 360 Solutions, Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company hereby further covenants shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and agrees that discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful: (i) accept for payment all Notes or any portion portions of Notes of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser applicable series properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer; (ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of Notes of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, applicable series properly tendered; and (iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company hereby further covenants shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and agrees that discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of Notes of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser applicable series properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of Notes of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, applicable series properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs, unless the Company hereby further covenants shall have redeemed the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and agrees that discharged the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase any and all of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be delivered to the Holders of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in Section 1(a) the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of the 2021 Limited ConsentNotes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, Waiver and Amendment Agreementthe Company shall, shall be converted to secured debt to the extent that lawful:
(i) accept for payment all Notes or any portion portions of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser Notes properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, Notes properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, Notes or portions of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(1) Change of Control Triggering Event.
(a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company hereby further covenants shall have redeemed the Notes in full, as set forth in Section 1.3 or 1.3A of this Sixth Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and agrees that discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each holder of the Notes to repurchase any and all of such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, notice shall be mailed to Holders of the 2021 Limited ConsentNotes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, Waiver which date will be no earlier than 15 days and Amendment Agreementno later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be converted payable on the applicable Interest Payment Date to secured debt the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser Notes properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, Notes properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officers’ Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051Notes or portions of Notes being repurchased, (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as soon as possible after the date of purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company hereby further covenants shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and agrees that discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of Notes of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser applicable series properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of Notes of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, applicable series properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs, unless the Company hereby further covenants shall have redeemed the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased the Notes or have satisfied and agrees that discharged the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (the “Change of Control Offer”) to each Holder of the Notes to repurchase any and all of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes to be repurchased (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Series E Preferred Stock and Series E-1 Preferred Stock remaining after Notes to be repurchased, to, but excluding, the redemptions as contemplated in Section 1(a) date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt Holders of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser Notes properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, Notes properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, Notes or portions of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company hereby further covenants shall have redeemed such series of the Notes in full, as set forth in Section 1.3 or 1.4 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and agrees that discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such Holder’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of Notes of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser applicable series properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of Notes of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, applicable series properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.5, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.5 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to either series of the Notes, unless the Company hereby further covenants shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and agrees that discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such H▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on either series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of Notes of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser applicable series properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of Notes of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, applicable series properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:
(a) If a Change of Control Triggering Event occurs with respect to any series of the Notes, unless the Company hereby further covenants shall have redeemed such series of the Notes in full, as set forth in Section 1.3 of this Supplemental Indenture or the Company shall have defeased such series of the Notes or have satisfied and agrees that discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (each, a “Change of Control Offer”) to each Holder of the applicable series of the Notes to repurchase any and all of such ▇▇▇▇▇▇’s Notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the Series E Preferred Stock Notes to be repurchased (such principal amount to be equal to $2,000 or an integral multiple of $1,000 in excess thereof), plus accrued and Series E-1 Preferred Stock remaining after unpaid interest, if any, on the redemptions as contemplated in Section 1(a) Notes to be repurchased up to, but excluding, the date of repurchase (the 2021 Limited Consent“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Waiver and Amendment Agreement, notice shall be converted delivered to secured debt the Holders of Notes of such series describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”). Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to the Change of Control Payment Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) On the Change of Control Payment Date, the Company shall, to the extent that lawful:
(i) accept for payment all Notes or any portion portions of Notes of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser applicable series properly tendered pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection Change of Control Offer;
(ii) deposit with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay Trustee or a paying agent an amount equal to the Purchaser in cash any and all accrued and unpaid dividends in respect Change of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness Control Payment in respect of all Notes or any portion portions of Notes of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, applicable series properly tendered; and
(iii) deliver or cause to certain Subsidiary Guarantors as indicated in Schedule 8.1 be delivered to the Purchase AgreementTrustee the Notes properly accepted, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act together with an Officer’s Certificate stating (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that as of the 2021 Amendment Effective Date, (i1) the aggregate principal amount of the PPP Loans outstanding is $19,395,051, such series of Notes or portions of such series of Notes being repurchased (2) that all conditions precedent contained herein to make a Change of Control Offer have been complied with and (ii3) no portion that the Change of Control Offer has been made in compliance with the Indenture. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any of such securities laws or regulations conflict with this Section 1.4, the PPP Loans has yet been forgiven as of such date, but each of the applicable Subsidiary Guarantors as a borrower under its respective PPP Loans has submitted an application for forgiveness to the SBA in accordance Company shall comply with the applicable provisions securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.4 by virtue of the CARES Actany such conflict.” Staffing 360 Solutions, Inc. February 5, 2021
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)