Means For Effectuating the Bridge Financing and the Financial Restructuring Sample Clauses

Means For Effectuating the Bridge Financing and the Financial Restructuring. EHI, JFL, Power and POF intend that the bridge financing for Elgar shall be accomplished by the extension of the Bridge Loans, the deposit of the Collateral and the agreement of JFL to purchase or cause its affiliate to purchase additional New Notes, Series D Preferred Stock and New Common Stock as part of the New JFL Investment for cash in an aggregate amount equal to the Excess Cerberus Liabilities, if any, on the terms described herein and in the Term Sheet. EHI, JFL and the Consenting Holders intend that the Financial Restructuring shall be accomplished by (1) the Exchange Offer, (2) the Charter Amendment, (3) the cancellation of the Warrants, (4) the Indenture Amendment, (5) the Credit Facility Amendment, (6) entering into the New Stockholders Agreement, (7) the implementation of the Management Incentive Plan and (8) the New JFL Investment (including the Collateral Shortfall, if any, but excluding the Excess Cerberus Liabilities, if any), all to occur, if at all, substantially contemporaneously, on the terms described herein and in the Term Sheet. EHI, JFL and the Consenting Holders further intend that, in the event that the Exchange Offer is not consummated, the Financial Restructuring shall be effected through the Contingency Plan.
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Related to Means For Effectuating the Bridge Financing and the Financial Restructuring

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18

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  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • The Merger Agreement The following is a summary of material terms of the Merger Agreement. This summary is not a complete description of the terms and conditions thereof and is qualified in its entirety by reference to the full text thereof, which is incorporated herein by reference and a copy of which has been filed with the SEC as an exhibit to Schedule TO. The Merger Agreement may be examined, and copies thereof may be obtained, as set forth in Section 8 above.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

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