Bank Consideration definition

Bank Consideration means, without duplication, the sum of (a) the principal amount of all outstanding Revolving Loans (as defined in the DIP Facility) and unpaid reimbursement obligations in respect of drawn Letter of Credit Accommodations (as defined in the DIP Facility); provided, that such amount shall not exceed (i) $150 million minus (ii) all outstanding undrawn Letter of Credit Accommodations minus (iii) the principal amount of the Term Loans (as defined in the DIP Facility) advanced under the DIP Facility (for the avoidance of doubt, excluding any interest, fees, costs and expenses with respect thereto), plus (b) all unpaid interest, fees, costs, expenses and other charges owed to the Agent and the Revolving Lenders under the DIP Facility, plus (c) all unpaid Special Agent Advances under the DIP Facility, plus (d) all Non-Discretionary Advances (as defined in the DIP Facility). In addition, on the Closing Date all undrawn outstanding Letter of Credit Accommodations shall either be (i) terminated and the originals thereof returned to Agent marked cancelled by the beneficiaries thereof or (ii) cash collateralized in an amount equal to 110% of the face amount of all such undrawn Letter of Credit Accommodations.
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Bank Consideration means the Bank Cash Consideration and the Bank Consideration Shares.
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Examples of Bank Consideration in a sentence

  • Any Consenting Creditor that is a holder of First Lien Bank Claims who is not accorded such Additional Bank Consideration shall have the right to terminate this Agreement upon three (3) Business Days’ written notice to the Parties in accordance with Section 26 hereof; provided that such termination shall only be with respect to the terminating Consenting Creditor, and not with respect to any non-terminating Parties.

  • To the extent that a holder of First Lien Bank Debt, in its capacity as such, receives Additional Bank Consideration in connection with the Restructuring, such Additional Bank Consideration shall be made available to all Consenting Creditors that are holders of First Lien Bank Claims, in their capacities as such, on the same terms and on a pro rata basis in accordance with their respective First Lien Bank Claims holdings.

  • To the extent that a holder of First Lien Bank Debt, in its capacity as such, receives Additional Bank Consideration in connection with the Restructuring, such Additional Bank Consideration shall be made available to all Consenting Bank Creditors that are holders of First Lien Bank Claims, in their capacities as such, on the same terms and on a pro rata basis in accordance with their respective First Lien Bank Claims holdings.

  • Buyer will have on the Closing Date sufficient funds available to enable it to (a) pay the Bank Consideration pursuant to the terms of this Agreement and (b) perform its other obligations under this Agreement.

  • In addition, New CEC shall contribute its Cash portion of the Unsecured Creditor Cash Pool and any Cash, if any, to be paid pursuant to the Additional CEC Bank Consideration and/or the Additional CEC Bond Consideration to the Debtors to provide the distributions contemplated herein.

  • The aggregate fair market value of the HHC Common Stock portion of the Hancock Bank Consideration will, on the Effective Date of the Bank Merger, constitute at least fifty-one percent (51%) of the total fair market value of the Hancock Bank Consideration exchanged in the Bank Merger.

  • Any Consenting Bank Creditor that is a holder of First Lien Bank Claims who is not accorded such Additional Bank Consideration shall have the right to terminate this Agreement upon three (3) Business Days’ written notice to the Parties in accordance with Section 27 hereof; provided that such termination shall only be with respect to the terminating Consenting Bank Creditor, and not with respect to any non-terminating Parties.

  • In addition to any other remedies available to it hereunder, any Consenting Bank Creditor that is a holder of First Lien Bank Claims who is not accorded such Additional Bank Consideration shall have the right to terminate this Agreement upon three (3) Business Days’ written notice to the Parties in accordance with Section 27 hereof; provided that such termination shall only be with respect to the terminating Consenting Bank Creditor, and not with respect to any non-terminating Parties.

  • Any Consenting Bank Creditor that is a holder of First Lien Bank Claims who is not accorded such Additional Bank Consideration shall have the right to terminate this Agreement upon three (3) Business Days’ written notice to the Parties in accordance with Section 26 hereof; provided that such termination shall only be with respect to the terminating Consenting Bank Creditor, and not with respect to any non-terminating Parties.

  • The fair market value of the HHC Common Stock and cash (or, where a Bank shareholder is entitled to receive cash only, the cash) received in the Bank Merger exchange by each SNB shareholder (collectively, the "Hancock Bank Consideration") will be approximately equal to the fair market value of the SNB Common Stock surrendered in the exchange.

Related to Bank Consideration

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).