Recapitalization Term Sheet definition

Recapitalization Term Sheet has the meaning set forth in the recitals to this Agreement. “Recapitalization Transactions” has the meaning set forth in the recitals to this Agreement.
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Recapitalization Term Sheet means that certain term sheet containing the material terms and provisions of the Recapitalization agreed upon by the Parties hereto that are to be incorporated into exchange offer documents or the Plan and Plan Related Documents (as applicable), a copy of which is attached hereto as Exhibit A.
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Recapitalization Term Sheet means the term sheet appended to the Recapitalization as Schedule A; “Record Date” means April 27, 2016;
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Examples of Recapitalization Term Sheet in a sentence

  • NMG or the applicable MyTheresa Entity shall distribute any such recoveries turned over or assigned to it in accordance with the “Distributions upon Realization of Value” provision of Exhibit 4 to the Recapitalization Term Sheet, to the extent applicable.

  • To the extent there is a conflict between the Recapitalization Term Sheet or this Agreement, on the one hand, and the Definitive Documents, on the other hand, the terms and provisions of the Definitive Documents shall govern.

  • Notwithstanding anything to the contrary in this Agreement, including the Recapitalization Term Sheet, the MT Operating Entities shall not be responsible for the payment of any fees or the reimbursement of any expenses, including any Consenting Creditor Fees and Expenses, any consent or participation fees, or any break fees, pursuant to this Agreement, including the Recapitalization Term Sheet.

  • To the extent there is a conflict between the body of this Agreement, on the one hand, and the Recapitalization Term Sheet, on the other hand, the terms and provisions of the body of this Agreement shall govern.

  • This Agreement (together with the Annexes and Exhibits hereto) constitutes the entire agreement of the parties, and supersedes all prior agreements and undertakings, both written and oral, among the parties, with respect to the subject matter hereof, and the Agreement in Principle, dated as of November 5, 2000, among Continental, NW Parent, NW Holdings and Northwest, including the Class A Recapitalization Term Sheet attached thereto, is hereby terminated and has no further force and effect.

  • Unless expressly stated otherwise herein or in the Recapitalization Term Sheet, the Definitive Documents shall be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Term Loan Lenders, the Required Consenting Unsecured Noteholders, and the Sponsors.

  • Landings have impacts on vegetation, soils, and erosion similar to roads in their persistence and severity (Karr et al., 2004), as USFS cumulative effects models also indicate (Menning et al., 1996).

  • The Applicants and the Undersigned consent for all purposes to the amendments, supplements and changes to the Recapitalization Transaction reflected herein and in the Amended Term Sheet, and agree that the Amended Term Sheet shall be deemed to be the Recapitalization Term Sheet (as defined in the Commitment Letter) and the Term Sheet (as defined in the applicable Noteholder Support Agreement) for the purposes of the Commitment Letter and/or the Noteholders Support Agreement, as applicable.

  • MT Preferred Equity On the Effective Date, certain newly formed Delaware entities that hold the operations that conduct the business of MyTheresa and that become Company Parties will issue $500 million of new preferred stock (the “MT Preferred Equity”) on terms and conditions consistent with this Recapitalization Term Sheet and the term sheet attached hereto as Exhibit 4 (the “MyTheresa Issuer Preferred Equity Term Sheet”).

  • Several state agencies and licensing boards, including OhioMHAS, developed the Take Charge Ohio initiative to encourage responsible opioid pain medication prescription use and to minimize drug misuse, dependency, and addiction.


More Definitions of Recapitalization Term Sheet

Recapitalization Term Sheet means the executed term sheet dated as of April 15, 2015 in respect of a consensual recapitalization of the Borrower.
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Recapitalization Term Sheet means the Term Sheet summarizing the key terms of the Recapitalization Transaction.
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Related to Recapitalization Term Sheet

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

  • 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.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

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

  • Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • 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.

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

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

  • Business Combination Date means the date upon which a Business Combination is consummated.

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

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Reverse Split has the meaning set forth in Section 5.21.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

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

  • Business Combination Transaction means: