Public Company Expenses means expenses incurred in connection with (a) the Up-C Transaction, (b) compliance with the requirements of the Sarbanes-Oxley Act of 2002, the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as applicable to companies with equity or debt securities held by the public, or the rules of national securities exchanges applicable to companies with listed equity or debt securities, and (c) any other expenses attributable to the status of BE Group as a public company and as the holding company of Borrower Representative and its Subsidiaries, including expenses relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors fees, directors and officers insurance and other executive costs, legal, audit and other professional fees and listing and filing fees.
Public Convertible Debt means Indebtedness incurred by BE Group that is either (x) convertible, at the option of the holders thereof, into Equity Interests of BE Group (or other securities or property following a merger event or other change of such Equity Interests), cash or any combination thereof, at the election of BE Group or (y) sold as units together with a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction that are exercisable for Equity Interests of BE Group (any indenture, promissory note or other instrument pursuant to which such debt securities and/or units are issued or otherwise governed).
Qualified Cash means the aggregate amount of Borrowers unrestricted cash and Cash Equivalents held in accounts subject to an Account Control Agreement in favor of Agent.
Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Public Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrowers Qualified Cash shall be no less than the sum of 120% of the outstanding Obligations.
Subordinated Debt means Indebtedness incurred by a Loan Party that is subordinated in writing to all of the Obligations, pursuant to a Subordination Agreement, and excluding, any Permitted Intercompany Convertible Note.
Tax Receivable Agreement means that certain Tax Receivable Agreement by and among BE Group, Borrower Representative, and each of the Members (as defined therein), to be entered into in connection with the Up-C Transaction, in form and substance customary for similarly situated companies, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Third Amendment Effective Date means August , 2021.
Up-C Transaction means, the reorganization transactions to be consummated by Borrower Representative and BE Group in connection with the initial public offering of BE Group on terms substantially consistent with the terms described in BE Groups registration statement on Form S-1 filed with the Securities and Exchange Commission at the time it is declared effective.
1.10 The defined term Applicable Rate in Exhibit A of the Agreement is hereby amended by (a) replacing 8.25% with 7.75% and (b) replacing 5.40% with 4.90% therein.
1.11 The defined term LIBOR in Exhibit A of the Agreement is hereby amended by replacing 1.00% with 0.50% therein.
1.12 The defined term Permitted Indebtedness in Exhibit A of the Agreement is hereby amended by adding a new clause (q) thereto, to read as follows, and delete and at the end of clause (p) thereof:
(q) any Permitted Intercompany Convertible Note; and
1.13 The defined term Permitted Investment in Exhibit A of the Agreement is hereby amended by adding a new clause (n) thereto, to read as follows, and delete and at the end of clause (m) thereof: