Prior Commitment Letter definition
Prior Commitment Letter means any equity backstop commitment letter executed by the Company on either November 16, 2019 or December 6, 2019.
Prior Commitment Letter means any equity backstop commitment letter executed by the Company on either November 16, 2019 or December 6, 2019. “Section 382” means Section 382 of the Code, or any successor provision or replacement provision.
Prior Commitment Letter means the executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements; (b) any associated fee letters, (c) any associated engagement letters and (d) any associated side letters, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto, pursuant to which, among other things, such financing sources had committed to provide M▇▇▇▇▇ Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (the “Prior Financing”) for purposes of financing the previously contemplated transactions among the Merger Partner Group, the Spinco Group and the Remainco Group which have been terminated concurrently with the execution and delivery of this Agreement.
Examples of Prior Commitment Letter in a sentence
Notwithstanding anything herein or in any of the other Transaction Documents (including the Mutual Termination Agreement) to the contrary, each of Remainco and M▇▇▇▇▇ Partner acknowledge and agree that, Remainco shall be responsible for 73% and Merger Partner shall be responsible for 27% of any Prior Commitment Letter Fees, if any, as and when they become due and payable.
More Definitions of Prior Commitment Letter
Prior Commitment Letter means the executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements; (b) any associated fee letters, (c) any associated engagement letters and (d) any associated side letters, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto, pursuant to which, among other things, such financing sources had committed to provide ▇▇▇▇▇▇ Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (the “Prior Financing”) for purposes of financing the previously contemplated transactions among the Merger Partner Group, the Spinco Group and the Remainco Group which have been terminated concurrently with the execution and delivery of this Agreement. “Purchase Price” means the amount equal to the sum of (a) Four Billion Fifty Million Dollars ($4,050,000,000) and (b) the Spinco Adjustment Amount. “Pursue” means the discharge, prosecution, appeal, negotiation, resolution, settlement, compromise or other pursuit or defense of any claims with respect to the Remainco Retained Liabilities or the Spinco Liabilities, as applicable, in whole or in part, including by litigation, arbitration, alternative dispute resolution, negotiation, settlement or compromise. “R&W Insurance Policy” shall have the meaning set forth in the Merger Agreement. “Real Estate Matters Agreement” means the Real Estate Matters Agreement, dated as of the date hereof, by and among Remainco, Spinco, Merger Partner and Buyer, and attached hereto as Exhibit H. “Refund” shall have the meaning set forth in the Tax Matters Agreement. “Release” shall have the meaning set forth in the Merger Agreement. “Remainco” shall have the meaning set forth in the Preamble.