Examples of Original Term B Lenders in a sentence
The Company will use its best efforts to (i) effect the appointment of the Designated Board Members and (ii) prevent the removal or replacement of the Designated Board Members, without cause (including a violation of the Company’s code of ethics), without the consent of the Original Term B Lenders.
On the Amendment No. 2 Effective Date, the Borrower shall pay all accrued and unpaid interest on the Original Term B Loans to the Original Term B Lenders; provided, however, that the existing Interest Periods in effect for the Term B Loans outstanding prior to the Amendment No. 2 Effective Date shall continue for such Loans following conversion to Term B1 Loans on and after the Amendment No. 2 Effective Date.
The Original Term B Lenders shall within fifteen (15) days after receipt of the ROFR Notice notify the Company (the “Response Notice”) either that they intend to accept the invitation to provide the full amount of the Term A Loan Refinancing on the terms and conditions as aforesaid, or decline to provide the Term A Loan Refinancing.
The undersigned Original Term B Lender hereby acknowledges and agrees that in the absence of a change to the terms and conditions of the Amendment that is (x) materially adverse to the Original Term B Lenders and (y) made after the submission of this Consent, this Consent is irrevocable.
Simultaneously with the conversion to or making of the Term B1 Loans, the Borrower shall have paid to all the Original Term B Lenders all accrued and unpaid interest on the Original Term B Loans to the Amendment No. 2 Effective Date, in the case of the repayment in full of any Original Term B Loans that are not converted to Term B1 Loans, plus any loss or expense pursuant to Section 3.4 of the Credit Agreement.
If the Original Term B Lenders accept the invitation to provide the full amount of the Term A Loan Refinancing as aforesaid, the Company and the Original Term B Lenders shall negotiate in good faith definitive documentation for the Term A Loan Refinancing.
If the Original Term B Lenders shall fail to give the Response Notice, they shall be considered to have declined to provide the Term Loan A Refinancing.
If (i) the Original Term B Lenders decline to provide the Term A Loan Refinancing, either pursuant to the Response Notice or by failing to give the Response Notice, or (ii) the Original Term B Lenders have not entered into definitive documentation for, and consummated, the Term A Loan Refinancing within 60 days after receipt by the Company of the Response Notice, the Original Term B Lenders shall have no further rights under this Section 3.19.
So long as the Original Term B Lenders hold at least fifty-one percent (51%) of the outstanding principal amount of the Term B Loans, the Company shall permit up to two representatives of the Original Term B Lenders (together, the “Designated Board Members” and each individually, a “Designated Board Member”), reasonably acceptable to the Company, to be designated to the Board of Directors (at the option of the Original Term B Lenders) by the Original Term B Lenders.
The ROFR Notice shall set forth the material terms and conditions of the proposed Term A Loan Refinancing and shall invite such Original Term B Lenders to provide the full amount of the Term A Loan Refinancing (on terms and conditions substantially similar to those offered by the third party lenders offering the Term A Loan Refinancing).