Blue Torch definition

Blue Torch has the meaning specified therefor in the preamble hereto.

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Blue Torch means Blue Torch Finance L.L.C. or its Affiliates, together with any successors and permitted assigns under the Blue Torch Facility.

Blue Torch means Blue Torch Finance, LLC.

Examples of Blue Torch in a sentence

For so long as any portion of the Earnout Payment remains outstanding, Blue Torch shall have the right to designate one (1) individual, subject to the approval of the Common Members (as defined in the LLC Agreement), which such approval shall not be unreasonably withheld, to attend meetings of the Board (including any meetings of committees thereof) in a nonvoting, nonparticipating capacity (the “Observer”), who shall initially be ▇▇▇▇ ▇’▇▇▇▇▇▇▇.
The Board Observer and the Initial Blue Torch Lender each represent and warrant to the Borrower that the Board Observer is not a director or officer of any Disqualified Institution and that the Initial Blue Torch Lender does not, individually or in the aggregate, hold a controlling interest in, directly or indirectly, or have appointed directors or managers (as appropriate) to the board of any Disqualified Institution.
Concurrently with the assignment of the Earnout Payment to Blue Torch as contemplated in Section 1(a), Blue Torch shall be entitled to the following rights and privileges.
In addition, the Board Observer agrees that the Board or any committee or subcommittees thereof may recuse the Board Observer from the portion of any Board or Audit Committee meeting and decline to provide information relating to evaluating and/or taking action with respect to this Agreement, the Lenders or any action or transaction in which the Board Observer or Initial Blue Torch Lender has an interest.
Upon the Blue Torch Takeout Date, any New Member that has been appointed pursuant to this paragraph shall tender his/her resignation and the Blue Torch Lenders hereby agree to cooperate with Quantum to implement such resignation in advance of any such Blue Torch Takeout Date, including but not limited to having the New Member agree in advance of being appointed to the Quantum Board to resign under such circumstances in accordance with this paragraph.
This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof, including, without limitation, the Engagement Letter dated as of September 21, 2020 between Borrower and Blue Torch Capital LP.
Buyer and Blue Torch shall execute and deliver all certificates and instruments necessary to effectuate the transaction contemplated herein.
If Blue Torch elects to make an offer to purchase Buyer during the ROFO Notice Period, Parent and Blue Torch shall negotiate in good faith for a period of thirty (30) days (as may be extended upon mutual agreement of Parent and Blue Torch, the “ROFO Sale Period”) to attempt to agree on definitive terms acceptable to Parent and Blue Torch for the sale of Buyer to Blue Torch.
Promptly after approval, Buyer shall deliver the approved Budget to Blue Torch.
Each Lender hereby designates and appoints Blue Torch to act as Agent for such Lender under this Agreement and the Other Documents, and Blue Torch hereby accepts such appointment on the Closing Date subject to the terms hereof.

More Definitions of Blue Torch

Blue Torch means Blue Torch Finance, LLC. “Board” shall mean the board of directors of the Company.

Blue Torch has the meaning set forth in the recitals.

Blue Torch has the meaning specified therefor in the preamble hereto. “Board” means the Board of Governors of the Federal Reserve System of the United States (or any successor). “Board of Directors” means with respect to (a) any corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) a partnership, the board of directors of the general partner of the partnership, (c) a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof, and (d) any other Person, the board or committee of such Person serving a similar function. “Board Observer” has the meaning specified therefor in Section 7.01(p). “BOD Meeting” has the meaning specified therefor in Section 7.01(p). “Borrower” has the meaning specified therefor in the preamble hereto. “Business Day” means (a) for all purposes other than as described in clause (b) below, any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close, and (b) with respect to the borrowing, payment or continuation of, or determination of interest rate on, LIBOR, if such day relates to any SOFR Rate LoansLoan, any such day that is aalso a U.S. Government Securities Business Day described in clause (a) above and on which dealings in Dollars may be carried on in the interbank eurodollar markets in New York City and London. “Capital Expenditures” means, with respect to any Person for any period, the sum of (a) the aggregate of all expenditures by such Person and its Subsidiaries during such period that in accordance with GAAP are or should be included in “property, plant and equipment” or in -7- 939843v.13

Blue Torch shall have the meaning set forth in the recitals of this Agreement.

Blue Torch means Blue Torch Finance LLC, the Prepetition Agent and DIP Agent, solely in its capacity as the Prepetition Agent and DIP Agent. 12. “Blue Torch Deficiency Claim” means the Prepetition Secured Lenders’ unsecured deficiency claim, which shall equal to at least the Claim Amount (as defined in the Participating Converge Sellers Settlement Agreement), less the amount of the credit bid of the Prepetition Obligations pursuant to the Purchase Agreement in effect on the Closing Date (as such term is defined in the Purchase Agreement) of the Sale. 13. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as that term is defined in Bankruptcy Rule 9006(a)). 14. “Purchaser” means the acquirer of all or substantially all of the Debtors’ assets pursuant to the Purchase Agreement, which is BTC Converge Buyer LLC. 15. “Cash” means cash and cash equivalents in legal tender of the United States of America. 16. “Causes of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise, with the exception, as to each, of the Transferred Causes of Action. Causes of Action also include: (i) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (ii) the right to object to or otherwise contest Claims or Interests; (iii) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (iv) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code, with the exception, as to each, of those transferred to Purchaser pursuant to the Sale Documents. 17. “Chapter 11 Cases” means the chapter 11 cases filed by the Debtors under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. 18. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any Debtor or any Estate. 19. “Claims Objection Bar Date” means the date that is one hundred eighty (180) days after the...