Investment Banker. The Borrower agrees that the Borrower shall retain B. Xxxxx as the Borrower’s exclusive investment banker in connection with any effort by the Borrower to issue Equity Interests or borrow money or to enter into any merger, sale or acquisition transaction so long as such engagement is on commercial terms substantially consistent with those in the investment banking industry required by firms of similar scope of operations in the United States.
Investment Banker. Except as set forth in Section 4.40 of the Company Disclosure Schedule, no broker, finder or investment banker, is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. Details of the amount payable to the investment banker are set forth in such Section 4.40 of the Company Disclosure Schedule.
Investment Banker. During the Forbearance Period, Loan Parties will continue to retain an investment banker satisfactory to Administrative Agent on terms and conditions satisfactory to Administrative Agent (the "Investment Banker") for the purpose of considering, investigating and commencing steps to consummate strategic alternatives, including, without limitation, a sale of the business of Loan Parties as a going concern or in one or more transactions, other asset sales, equity sales, refinancing transactions, capital investment transactions, and other potential strategic transactions and alternatives in an amount sufficient to repay or refinance the Obligations (a "Qualified Investment Banker Engagement"); it being understood that the current Investment Banker retained by the Loan Parties is satisfactory to Administrative Agent and that the terms and conditions pursuant to which the current Investment Banker has been retained are satisfactory to Administrative Agent; it being further understood that if the current Investment Banker terminates or suspends his engagement or is terminated or suspended for cause, Loan Parties shall have ten (10) Business Days to replace such Investment Banker. Loan Parties will cooperate with all reasonable requests of Investment Banker concerning the process for which it was hired. Loan Parties hereby authorize the Investment Banker to meet with Administrative Agent, Lenders and their respective advisors (in person and telephonically) and provide to Administrative Agent such non-privileged information and reports, as Administrative Agent may request from time to time. Loan Parties will cause Investment Banker to be available to Administrative Agent upon request. Loan Parties will provide Administrative Agent with a copy of any engagement letter or any amendment or modification thereto with Investment Banker before entering into such agreement. Without limiting the generality of the foregoing, during the Forbearance Period, Loan Parties shall (i) within two (2) Business Days of the Investment Banker's or any Loan Party's receipt, provide to Administrative Agent copies, redacted as may be necessary to comply with confidentiality restrictions contained therein, of all indications of interest or similar correspondence (collectively, "Offers") from prospective purchasers or investors for the acquisition of all or substantially all of the assets, businesses, or equity of Loan Parties or the refinancing of the Obligations and (ii) cause the Investme...
Investment Banker. The Parent shall have engaged an investment banker reasonably acceptable to the Administrative Agent in connection with the proposed issuance of debt or equity securities (the "Securities") in order to, among other things, repay the B-Loans.
Investment Banker. The Credit Parties hereby acknowledge and agree to continue to employ and maintain in place, at all times prior to the indefeasible repayment of the Obligations in full in cash and at its sole expense, Hxxxxxxx Lxxxx or another nationally-recognized investment banker acceptable to the Agent and Lenders in their sole discretion on terms satisfactory to the Agent and Lenders in their sole discretion (“Investment Banker”). The Credit Parties agree that the Investment Banker shall assist the Credit Parties with respect to one or more sales of the Credit Parties’ assets, stock or other ownership interests and business operations or a refinancing which simultaneously results in the indefeasible repayment of the Obligations in full in cash on or before the Maturity Date, on terms and conditions satisfactory to Agent and Lenders in their sole discretion (collectively, the “Repayment Event”). The Credit Parties hereby consent to the Agent contacting the Investment Banker directly with respect to the status of the prospects and the Credit Parties’ marketing and sales efforts with respect to a Repayment Event, and hereby agrees that such communications shall not be restricted or denied in any way provided that the Agent shall not have the right to direct the actions of the Investment Banker or to otherwise exercise any control over the Investment Banker. In connection with the foregoing, the Investment Banker and/or Borrower shall copy Agent and Lenders on all drafts of Investment Banker’s work product simultaneously with Investment Banker’s delivery thereof to Borrower or Borrower’s receipt thereof, as applicable, and Investment Banker and/or Borrower shall deliver to the Agent and Lenders copies of all final work product prepared by the Investment Banker simultaneously with Investment Banker’s delivery thereof to Borrower or Borrower’s receipt thereof, as applicable, and Investment Banker shall provide Agent and Lenders with any other work product of the Investment Banker that the Agent and Lenders may reasonably request.”
Investment Banker. Except for McColl Partners, LLC, no broker, finder or investment banker, is entixxxx xo any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.
Investment Banker. On or before February 29, 2016, Holdco and the Obligors shall not have retained an investment banker acceptable to the Consenting Term A Lenders on terms and conditions acceptable to the Consenting Term A Lenders. Such investment banker shall advise Holdco and the Obligors in connection with a Qualified Refinancing and/or Qualified Private Sale;
Investment Banker. The Company shall have engaged an investment banker (the "Investment Banker") to represent the Company in connection with the sale of the Series E Preferred Stock and the Company's other financial and capital formation strategies.
Investment Banker. The Lead Borrower has advised the Lender that the Borrowers have retained the services of Peter J. Solomon Company Limited, an investment banker (the "INVESTXXXX XXXXXX"), xo assist the Borrowers and represent their interests in connection with the structuring and negotiation of a transaction (a "TRANSACTION") with respect to a potential sale, merger, or acquisition of, or investment in the Borrowers' business. Upon the execution of this Amendment, the Lead Borrower shall provide the Lender with a copy of the engagement letter between the Borrowers and the Investment Banker. A. The Lender shall be permitted to communicate directly with the Investment Banker to obtain information concerning the status and terms and conditions of a potential Transaction; provided that an appropriate representative (e.g., the chief financial officer, the chief operating officer, or the controller) of the Lead Borrower participates in all such communication. For the purposes of this Amendment, all information obtained by the Lender from either the Investment Banker or the Borrowers relating to a potential Transaction, including pursuant to Part 1, Sections II(A), (D), or (F), shall be deemed to be "TRANSACTION INFORMATION" (so-called herein). B. Unless the Lead Borrower shall otherwise consent in writing, the Lender shall keep all Transaction Information received by, or provided to the Lender confidential and will not use such Transaction Information for any purpose or in any manner except in connection with the Loan Agreement and this Amendment; provided however, that nothing in this Section II(B) shall limit the ability of the Lender to disclose any of such Transaction Information to (i) its officers, employees, representatives, and attorneys who (x) need to know such transaction Information in connection with the Loan Agreement, as previously amended, and this Amendment, and (y) who have, prior to such disclosure, agreed to be bound by and subject to the terms and provisions of this Section II(B), or (ii) to the extent required by subpoena issued to the Lender by a court or administrative authority of competent authority. Prior to making any disclosure pursuant to clause (ii), above, the Lender shall promptly notify the Lead Borrower of such requirement (where allowed by law to do so), and allow the Lead Borrower the reasonable opportunity to exhaust all reasonable legal and equitable channels for maintaining such information in confidence. C. The Lender acknowledges that t...
Investment Banker. On or before September 15, 2008, the Loan Parties shall select a qualified investment banker reasonably acceptable to the Administrative Agent and the Lenders (the “Investment Banker”). On or before September 22, 2008, the Loan Parties shall have retained the Investment Banker to evaluate the feasibility of, and, as requested by the Borrower, facilitate, a sale or sales of certain assets, lines of business or Equity Interests in Subsidiaries of the Loan Parties and any and all alternatives for raising capital to enable the Loan Parties to repay all Obligations under the Loan Documents. The Loan Parties hereby agree that they shall require the Investment Banker, pursuant to the terms of such retention, to deliver the Investment Banker’s initial report regarding the feasibility of a sale or sales of certain assets, lines of business or Equity Interests in Subsidiaries of the Loan Parties and any and all alternatives for raising capital to enable the Loan Parties to repay all Obligations under the Loan Documents to the Administrative Agent, the Lenders and the Financial Consultant on or before October 31, 2008. The Loan Parties shall pay all costs and fees associated with the retention of the Investment Banker as and when due. The Loan Parties hereby agree to cooperate fully with the Investment Banker and to allow the Investment Banker to have access to such information regarding the Loan Parties’ operations and financial performance as is reasonably requested by the Investment Banker or the Administrative Agent. Upon the request of the Administrative Agent, the Loan Parties shall make the Investment Banker available to the Administrative Agent, the Lenders and the Financial Consultant to provide such information as is reasonably requested by the Administrative Agent, the Lenders and the Financial Consultant.