Specified Transaction. Specified Transaction will have the meaning specified in Section 14.
Specified Transaction. Enter into, or permit any of its Subsidiaries to, directly or indirectly enter into, any Specified Transaction.
Specified Transaction. (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of a Borrower or any of its Subsidiaries, (b) any Acquisition permitted hereunder, (c) any proposed incurrence of Debt or (d) the proposed making of a Distribution, in each case, to the extent permitted hereunder. Standard Securitization Undertakings: those representations, warranties, covenants and indemnities entered into by the Company or any Excluded Receivables Subsidiary which are determined in good faith by the Company to be customary in securitization transactions involving accounts receivables. Stated Amount: the stated amount of a Letter of Credit, including any automatic increase provided by the terms of the Letter of Credit or related LC Documents, whether or not then effective.
Specified Transaction. (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of an Obligor, (b) any Acquisition, (c) any proposed incurrence of Debt, (d) the proposed making of a Distribution or (e) after the Closing Date, the designation by Borrower Agent of any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, to the extent permitted hereunder. Sponsor: means, individually and collectively, Xxxxxxxx Equity Partners, L.P., a Cayman Islands limited partnership, Xxxxxxxx Energy Fund-TE, LP, a Cayman Islands limited partnership, Xxxxxxxx Energy Fund–FI, LP, a Cayman Islands, limited partnership, Xxxxxx Holdco LLC, a Texas limited liability company, Geveran Investments Limited, a Cyprus limited company, Xxxxxxxxx QES Investment LLC, a Delaware limited liability company and any Affiliate of any of the foregoing.
Specified Transaction. (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of a Borrower or any of its Subsidiaries, (b) any Acquisition permitted hereunder, (c) any proposed incurrence of Debt or (d) the proposed making of a Distribution, in each case, to the extent permitted hereunder.
Specified Transaction. The Specified Transaction shall have been consummated; provided that (i) (A) if the Specified Transaction shall have failed to be consummated and (B) Parent and Merger Sub elect to waive the condition set forth in this Section 7.2(h), then Parent US Holding shall be entitled to receive the cash proceeds upon the closing of such Specified Transaction (and, for the avoidance of doubt, the other Sale Transaction) in accordance with Section 6.1(d) and Section 4.04 of the Cooperation Agreement; and (ii) the condition set forth in this Section 7.2(h) shall only be a condition precedent to Parent’s and Merger Sub’s obligation to consummate the Merger until December 31, 2022 (the “Specified Transaction Deadline”) (it being understood that if the Specified Transaction is reasonably likely to be consummated within thirty (30) days of the Specified Transaction Deadline), then, subject to and solely with the consent of the Parties (including for the avoidance of doubt, the Company) the Specified Transaction Deadline may be extended by up to three (3) one (1)-month increments until March 31, 2023 if so mutually agreed by the Parties.
Specified Transaction. “Specified Transaction” shall have the meaning specified in Section 14 of this Agreement.
Specified Transaction any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of Parent, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of Parent or a Restricted Subsidiary, in each case consummated after the Closing Date and whether by merger, consolidation, amalgamation or otherwise, and any incurrence or repayment of Debt or Restricted Payment, in each case, that by the terms of this Agreement requires a financial ratio or test to be calculated on a “Pro Forma Basis”. Springing Maturity Date - as defined in the definition of Maturity Date. Standard Receivables Undertakings - representations, warranties, covenants, guarantees and indemnities entered into by Parent or any Restricted Subsidiary, which Parent has determined in good faith to be customary in a Receivables Facility, it being understood that any Receivables Repurchase Obligation shall be deemed to be a non-credit related recourse accounts receivable factoring arrangement. Subordinated Debt - Debt incurred by a Loan Party that is expressly subordinate and junior in right of payment to Full Payment of the Obligations (for greater certainty, not including the Term Debt, the UST Tranche A Facility Indebtedness or the UST Tranche B Facility Indebtedness). Subsidiary - any entity at least fifty percent (50%) of whose voting securities or Equity Interests is owned by a Loan Party or any combination of Loan Parties (including indirect ownership by a Loan Party through other entities in which any Loan Party directly or indirectly owns fifty percent (50%) of the voting securities or Equity Interests). Successor Parent - as defined in Section 10.2.4(d).
Specified Transaction any of the following: (a) a Permitted Acquisition, (b) an Investment to the extent and on the terms permitted pursuant to clause (k) of the definition of “Restricted Investment”, (c) a Contingent Obligation to the extent and on the terms permitted pursuant to clause (k) of the definition of “Permitted Contingent Obligation”, (d) a loan to a Person that is not a Subsidiary of Holdings to the extent and on the terms permitted pursuant to Section 10.2.5(f), (e) an Upstream Payment to the extent and on the terms permitted pursuant to clauses (iv) or (v) of the definition of “Upstream Payment”, (f) any payment with respect to any Debt, as specified in Section 10.2.6(b)(ii), (c)(ii), (d)(ii), (e)(ii) or (h)(ii), (g) the incurrence of unsecured Debt to the extent and on the terms permitted pursuant to Section 10.2.1(n), (h) a Designated External Acquisition, (i) cash Distributions permitted pursuant to Section 10.2.3(v)(C), (j) a Contingent Obligation to the extent and on the terms permitted pursuant to clause (i)(z) of the definition of “Permitted Contingent Obligation”, (k) an Intercompany Equity Investment (other than any investment in any Loan Party, or any investment by an External Subsidiary in another External Subsidiary; which shall in each case be permitted at all times), (l) an Intercompany Loan (other than any Intercompany Loan to any Loan Party, or any Intercompany Loan by an External Subsidiary to another External Subsidiary) and (m) any Revolver Loan made to the European Borrower pursuant to Section 2.1 or any Letter of Credit issued for the account of the European Borrower pursuant to Section 2.2.
