Potential Recapitalization Transaction definition

Potential Recapitalization Transaction means a recapitalization transaction with respect to the Credit Parties and their Subsidiaries and their respective obligations under the Credit Agreement and the First Lien Credit Agreement on terms to be agreed by the Borrowers and the Lender.
Sample 1

Examples of Potential Recapitalization Transaction in a sentence

  • The Credit Parties hereby agree to (i) furnish to Lenders (and allow the Lenders a reasonable opportunity to review) any press release or other documentation to be made public in connection with the disclosure of this Amendment No. 4 and Waiver and/or any Potential Recapitalization Transaction, and (ii) consult with the Lenders in the preparation thereof, in each case prior to making such press release or other documentation public.

  • A resident had expressed his concerns over the parking of the T1 bus on Monument Road; the bus was unable to pull into the layby due to parked cars.

  • The Credit Parties hereby agree to (i) furnish to the Lender (and allow the Lender a reasonable opportunity to review) any press release or other documentation to be made public in connection with the disclosure of this Fifth Amendment and Waiver and/or any Potential Recapitalization Transaction, and (ii) consult with the Lender in the preparation thereof, in each case prior to making such press release or other documentation public.

  • The Credit Parties and the Second Lien Lender shall have entered into a binding agreement with respect to a Potential Recapitalization Transaction on or prior to June 30, 2017, the terms and conditions of which shall be reasonably satisfactory to the Agent and the Lenders, and upon execution thereof, the Credit Parties shall at all times comply with the terms and conditions set forth therein.

Related to Potential Recapitalization Transaction

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Business Combination Transaction means:

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

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

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Recapitalization Agreement shall have the meaning set forth in the recitals hereto.

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

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • 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.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.