Conditions to Consummation definition

Conditions to Consummation. The Plan shall contain customary conditions to consummation of the Plan and such other conditions as are agreed to by the Debtors and the Requisite Consenting Lenders, including, without limitation, the following: • Each of the Plan, the disclosure statement with respect to the Plan (the “Disclosure Statement”) and the plan supplement (the “Plan Supplement”) (including any amendments, modifications, supplements, exhibits or schedules related to any of the foregoing) and any other Definitive Documents shall be substantially consistent in all respects with the terms and conditions of this Term Sheet and the RSA, as applicable, and otherwise in form and substance reasonably satisfactory in all respects to the Debtors and the Requisite Consenting Lenders, including with respect to any modifications, amendments, or supplements to such Definitive Documents, provided that each of the organizational, governance and exit credit documents contemplated by this Term Sheet and the RSA shall be substantially consistent in all material respects with this Term Sheet and the RSA and reasonably acceptable to the Requisite Consenting Lenders in all respects (it being understood that any objection by the Requisite Consenting Lenders to any provision of the organizational, governance or exit credit documents contemplated by the RSA and this Term Sheet that would materially and adversely affect the recoveries of the First Lien Lenders contemplated therein, or to have a material and adverse impact on the governance structure of the Wind Down Entity shall be deemed to be reasonable). EXECUTION VERSION • The order confirming the Plan and approving the Disclosure Statement (the “Confirmation Order”) shall be a Final Order and shall have been entered in a form that is substantially consistent in all respects with the terms and conditions of this Term Sheet and the RSA, as applicable, and otherwise reasonably acceptable to the Debtors and the Requisite Consenting Lenders; • All actions, documents and agreements necessary to consummate the Plan shall have been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable government units in accordance with applicable law; • The special claims bar date shall have occurred in accordance with the terms of this Term Sheet, and the aggregate amount of all Specified Claims not otherwise previously estimated by the Debtors in their schedule of Specified Claims shall be (i) as agreed by the ...
Sample 1

Examples of Conditions to Consummation in a sentence

  • Although Maxwell must pay a termination fee as a condition to terminating the merger agreement to accept a superior proposal in the circumstances described above, the termination fee of 3.5% of the equity value of the transaction is comparable to other selected transactions; • Conditions to Consummation of the Offer and the Merger; Likelihood of Closing.

  • See "-- Conditions to Consummation of the Merger." CONVERSION AND EXCHANGE OF STOCK CERTIFICATES AND WARRANTS As soon as practicable after the merger is completed, we will mail to each shareholder and warrant holder receiving cash in the merger a letter of transmittal and instructions for surrendering their stock certificates and warrants.

  • Effect of Non-occurrence of Conditions to Consummation If the Confirmation Order is vacated, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims by or against, or any Equity Interests in, the Debtor; (2) prejudice in any manner the rights of the Debtor, or (3) constitute an admission, acknowledgment, offer or undertaking by the Debtor in any respects.

  • The Plan Administrator shall file with the Bankruptcy Court a notice of the occurrence of the Effective Date within a reasonable period of time after the conditions in Section 10.01 of this Plan have been satisfied or waived pursuant to Section 10.02 of this Plan.Section 10.04 Effect of Non-Occurrence of Conditions to Consummation.

  • The Conditions to Consummation of the Financial Restructuring set forth in Section 2 of the Voting Agreement shall have been met.

  • Effect of Non-Occurrence of Conditions to Consummation 513 ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN 514A.

  • Effect of Non-Occurrence of Conditions to Consummation If the Effective Date does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims, Interests, or Causes of Action by any Entity; (2) prejudice in any manner the rights of any Debtor or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity.

  • Effect of Non-occurrence of Conditions to Consummation.............

  • Effect of Non-Occurrence of Conditions to Consummation ...........................................................

  • Please provide similar disclosure about the tax ruling in Conditions to Consummation of the Merger on page 15.

Related to Conditions to Consummation

  • Consummation means the occurrence of the Effective Date.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Consummate A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Conditions means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Master Terms and Conditions (11/18) means the body of text from the preamble through the signature page of this Contract.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Outside Date has the meaning set forth in Section 8.1(b).

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Burdensome Condition has the meaning set forth in Section 5.06(a).

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Issuers or one or more of their Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third-party financing.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following: