OTHER TERMS AND CONDITIONS OF THE TRANSACTION Sample Clauses

OTHER TERMS AND CONDITIONS OF THE TRANSACTION. Board Approval The Board shall have authorized the Transaction. Maximum Aggregate Note Obligations Concurrently with or prior to the implementation of the Transaction, the Company shall address certain of its debt obligations such that as of the Effective Date the aggregate principal amount of its secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) acceptable to the Company and the Majority Consenting Debentureholders. Releases There shall be usual and customary contractual and, if applicable, CBCA Plan releases in connection with the implementation of the Transaction to be effective as of the Effective Date (the “Releases”) which shall, at a minimum, provide that the Company, its affiliates, the Consenting Debentureholders, the foregoing parties’ respective officers, directors, principals, members, managed accounts or funds, fund advisors, employees, financial and other advisors, legal counsel and agents, each in their capacity as such, and such other parties as agreed to under the Support Agreement (the “Released Parties”) shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations and claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with (i) in the case of a CBCA Plan, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, the Support Agreement, the Transaction, the CBCA Plan, the CBCA Proceedings and the transactions contemplated herein, or (ii) in the case of a Debenture Amendment, the Convertible Debentures, the Convertible Debenture Indenture, the Existing Senior Unsecured Notes, the Existing Senior Unsecured Notes Indenture, the Senior Unsecured Notes Transaction, the Support Agreement, the Transaction and the transactions contemplated herein, provided that the Released Parties shall not be released from or in respect of any of their respective obligations under the Transaction, the Suppor...
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Related to OTHER TERMS AND CONDITIONS OF THE TRANSACTION

  • Terms and Conditions of the Offer The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares tendered pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify, change or waive the Minimum Condition, the Termination Condition or the condition set forth in clause (g) of Annex I, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration, except as permitted under Section 2.1(c) or Section 2.1(d), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) amend or modify the terms of the CVRs or the CVR Agreement (other than in accordance with the definition thereof).

  • Other Terms and Conditions You also agree to be bound by any other specific terms and conditions governing such recurring/instalment payment scheme. In the event of conflict, such specific terms and conditions are to prevail over the provisions of this clause but only to the extent necessary to give full effect to those terms and conditions.

  • Terms and Conditions of Use PROMOTER shall display the official NASCAR logo, the official NASCAR Sprint Cup Series logo and the phrase “NASCAR-Sanctioned NASCAR Sprint Cup Series Championship Event” (collectively, the “Official Logos”) in all publicity, advertising and promotion relating to the Event, in accordance with Section 9.u) of this Agreement. The number and specific location of such displays and the color and size of the Official Logos shall be subject to NASCAR’s approval, and PROMOTER shall abide by and comply with all determinations and directives of NASCAR with respect to such matters. NASCAR may disapprove and prohibit PROMOTER’s actual or intended use of the NASCAR Marks in any location, media or publication if NASCAR determines that such use is or will be detrimental to NASCAR, to the Event, to the series of which the Event is a part, or to the sport.

  • TERMS AND CONDITIONS OF THE NOTES The Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:

  • Terms and Conditions of this Agreement 1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists. • Orders with an invoice value of $1,400 net or more will be shipped freight prepaid to one destination in the United States. • Terms are COD, CIA or Net 30 days with approved Credit. • Buyer shall pay all applicable federal, state and municipal sales or use tax. • No merchandise shall be returned without prior written authorization. • All returned merchandise must be in original carton & shipped prepaid. • All returned merchandise is subject to a 25% restocking charge. • No returns will be accepted after 90 days of shipping date. • Purchase should make claim directly to carrier for any damages to merchandise that occur in transit. • No minimum order charge. • Prices subject to change without notification.

  • General Terms and Conditions of the Notes Section 201.

  • TERMS AND CONDITIONS OF AGREEMENT Except as specifically amended by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

  • SPECIAL TERMS AND CONDITIONS OF TRUST The following special terms and conditions are hereby agreed to:

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

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