Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.
Required Consent has the meaning set forth in Section 4.4.
Required Consents shall have the meaning set forth in Section 4.5.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after the assignment of properties similar to the Assets.
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Closing Press Release has the meaning set forth in Section 5.4(b).
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.
Parent Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of the Company or any of its Subsidiaries) contemplating or otherwise relating to any Parent Acquisition Transaction.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Material Consents as defined in Section 7.3.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Required Purchasers means the Purchasers holding a majority of the Registrable Securities.