Second Lien Commitment definition
Examples of Second Lien Commitment in a sentence
For the avoidance of doubt, the payment of the Second Lien Commitment Fee shall not prevent ASOF from exercising any and all remedies available to it for breach of this Agreement (including, without limitation, the termination hereof pursuant to Section 6.01 and enforcement of the specific performance provisions pursuant to Section 8.01).
On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.
The Company shall, by wire transfer of immediately available funds, pay to ASOF the Second Lien Commitment Extension Fee.
The Incremental Second Lien Commitment Extension Fee shall be paid in three (3) installments as follows: (i) one million dollars ($1,000,000) payable upon execution of this Agreement; (ii) one million dollars ($1,000,000) payable on June 1, 2014; and (iii) one million dollars ($1,000,000) payable on July 1, 2014; provided that if the Closing occurs prior to any installment payment date, all unpaid installments shall be paid at Closing.
The Incremental Second Lien Commitment Extension Fee shall be deemed to be fully earned upon execution of this Agreement.
Parties agree to waive any requirement of the Affinion Parties to use reasonable best efforts to issue warrants to the Second Lien Commitment Parties as contemplated by the Second Lien Commitment Letter; provided that, for the avoidance of doubt, due to the failure to issue such warrants, the step-down in (i) the interest rate and (ii) the Early Termination Fee contemplated in the Second Lien Commitment Letter shall not apply.
Subject to the terms and conditions set forth herein, each Second Lien Lender severally agrees to make a loan on the Closing Date to the Borrower (each, a “Second Lien Loan” and, collectively, the “Second Lien Loans”) in an amount denominated in Dollars equal to such Second Lien Lender’s Second Lien Commitment.
The Second Lien Commitment of each Second Lien Lender shall be automatically and permanently reduced to $0 at 5:00 p.m. on the Closing Date upon the funding of the Second Lien Loans.