Rollover Commitment Letter definition

Rollover Commitment Letter has the meaning set forth in the Merger Agreement.
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Rollover Commitment Letter shall have the meaning set forth in the Recitals.
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Rollover Commitment Letter means that certain Rollover Commitment Letter, among Parent, Getty Investments and certain other stockholders of the Company party thereto (such stockholders, together with Getty Investments, the “Rollover Stockholders”), dated as of the date hereof and as amended from time to time.
Sample 1

Examples of Rollover Commitment Letter in a sentence

  • This Agreement (together with the Equity Rollover Commitment Letter executed by each of the Stockholders and the Merger Agreement) constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

  • The Guaranteed Party hereby agrees that the Guarantors shall not have any obligation or liability to any Company Related Person under this Limited Guarantee, the Merger Agreement, the Debt Financing, the Debt Financing Commitment, the Equity Financing, the Equity Commitment Letter or the Rollover Commitment Letter other than as expressly set forth herein or in the Equity Commitment Letter or the Rollover Commitment Letter.

  • Xxxxx Commitment Letter”, together with the Xxxx Rollover Commitment Letter, the “Commitment Letters”), pursuant to which X.

  • Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement and the Rollover Commitment Letter in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Except as provided for herein or as contemplated in the Equity Rollover Commitment Letter, each Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company Stock Options; (ii) tender any Owned Shares or Company Stock Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto.

  • There are no conditions precedent directly or indirectly related to the funding of the full amount of the Financing or the Rollover Commitment Letter other than as expressly set forth in the Financing Commitments and the Rollover Commitment Letter.

  • Except as set forth in Section 4.7, all actions and decisions to be taken by the Company relating to the Equity Rollover Commitment Letter, including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Investor Members.

  • Parent, for any reason, no longer believes in good faith that it will be able to obtain all or any material portion of the Financing or the Rollover Investment on the terms described in the Financing Commitments and the Rollover Commitment Letter.

  • Xxxxxxx Title: Trustee [Signature Page to Rollover Commitment Letter] Agreed to and accepted: CHINOS HOLDINGS, INC.

  • The Guarantor and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the Sponsor Commitment Letter, the Rollover Commitment Letter or the Confidentiality Agreement.


More Definitions of Rollover Commitment Letter

Rollover Commitment Letter has the meaning set forth in the recitals to the Agreement.
Sample 1

Related to Rollover Commitment Letter

  • Equity Commitment Letter has the meaning set forth in Section 4.5.

  • Commitment Letters has the meaning set forth in Section 4.5(b).

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Equity Commitment Letters has the meaning set forth in Section 6.6(a).

  • Debt Commitment Letter has the meaning set forth in Section 6.6.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Debt Commitment Letters shall have the meaning set forth in Section 5.7(a), as supplemented by Section 6.11, as applicable.

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Financing Commitment means documentation provided by a third party extending monies for the purpose of supporting the proposed Project in a manner that outlines the terms and conditions of borrowings, grants and other financing instruments. Terms and conditions should be reflective of terms under which all parties are willing to close and fund. There should be no Material Changes to stated terms without documented cause between the issuance of a commitment and closing. Material Changes must be submitted to ADOH for approval in accordance with Section 5.5 of this Plan.

  • Financing Commitments has the meaning set forth in Section 5.7.

  • Applicable Participation Agreement Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Existing Commitment shall have the meaning provided in Section 2.17.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Replacement Letter of Credit means any letter of credit issued pursuant to a Replacement Revolving Facility.

  • Equity Commitment (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person’s Governing Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • Credit Facility Agreement means the Credit Facility and Reimbursement Agreement dated as of January 1, 2007, between the Bond Bank and the Bank providing for the timely payment, when due, of a portion of the principal of and interest on the Notes, all subject to such conditions and under such terms as described in Article X of the Indenture.

  • Rollover Loan means one or more Loans:

  • Initial Commitment means, in relation to an Initial Senior Noteholder, the amount set out in the relevant Senior Noteholder Fee Letter.

  • Commitment Schedule means the Schedule attached hereto identified as such.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Company Credit Agreement means that certain Credit Agreement, dated as of March 8, 2019, among the Company, as borrower, the guarantors from time to time party thereto, the lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent.

  • Refinancing Commitments shall have the meaning provided in Section 2.14(h).

  • Investment Letter shall have the meaning specified in subsection 9.07(a).

  • Existing Letter of Credit means each letter of credit previously issued (or deemed issued) for the account of the Borrower, the Company or any of their respective Subsidiaries under the Existing Credit Facilities that (a) is outstanding on the Closing Date and (b) is listed on Schedule 1.01C.