SPAC Prepayment Notice definition

SPAC Prepayment Notice has the meaning specified therefor in Section 2.05(b)(ii).
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SPAC Prepayment Notice has the meaning specified therefor in Section 2.05(b)(ii). “SPAC Restructuring” means the transactions set forth in that certain Business Combination Agreement, dated as of December 20, 2021 (the “Business Combination Agreement”), pursuant to which Mondee Holdings II, Inc., a Delaware corporation shall effectuate certain restructuring transactions with the ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Ithax”), Ithax Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of Ithax (“Merger Sub I”), and Ithax Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithax (“Merger Sub II”), as follows: (a) Ithax shall domesticate as a Delaware corporation, as more fully described in the Business Combination Agreement (the “Domestication”, and Ithax after the Domestication shall be hereinafter referred to as “New Mondee”), (b) Merger Sub I will merge with and into Holdings II, with Holdings II surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”), (c) immediately following the First Merger, Holdings II shall merge with and into Merger Sub II, with Merger Sub II surviving such merger as a wholly owned subsidiary of New Mondee (the “Second Merger”, and together with the First Merger, the “Mergers”), (d) New Mondee will change its name to “Mondee Holdings, Inc.”, a Delaware corporation (“New Parent”), (e) Merger Sub II will change its name to “Mondee Holdings II, LLC”, a Delaware limited liability company (“New Mondee Holdings II”), and (f) Mondee Holdings, LLC will distribute the shares of “Mondee Holdings, Inc.” received in connection with the consummation of the Business Combination Agreement to its members in accordance with the procedures adopted by the Board of Managers of Mondee Holdings, LLC and, following the full distribution of such shares of “Mondee Holdings, Inc.”, dissolve, so that after giving effect thereto, (i) New Parent owns 100% of New Mondee Holdings II and (ii) New Mondee Holdings II owns 100% of Mondee, Inc.. “Special Purpose Subsidiary” means any Subsidiary or Affiliate of the Canadian Subsidiary formed for the purpose of and that solely engages in one or more Canadian A/R Transactions. “Specified Material Contracts” means, collectively, the Amadeus Contract, the Sabre Contract and the TravelPort Contract. “Standard & Poor's” means Standard & Poor's Ratings Services, a division of The McGraw Hill Compani...
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Examples of SPAC Prepayment Notice in a sentence

  • Notwithstanding the foregoing, the Borrowers shall be required to provide prior written notice to the Administrative Agent of any prepayment of the Term Loan to be made with proceeds of the SPAC Restructuring (other than the SPAC Prepayment Amount) (such notice, the “SPAC Prepayment Notice”) and such SPAC Prepayment Notice shall be (1) irrevocable and (2) delivered to the Administrative Agent at least one (1) day (but not less than 24 hours) prior to the proposed SPAC Effective Date.

Related to SPAC Prepayment Notice

  • Prepayment Notice means a notice by the Borrower to prepay Loans, which shall be in such form as the Appropriate Party may approve.

  • Discount Range Prepayment Notice means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the form of Exhibit K.

  • Repayment Notice Each notice required to be delivered by the Borrower pursuant to Section 2.3 in respect of any reduction in the Facility Amount or repayment of Advances Outstanding, in the form of Exhibit A-2.

  • Specified Discount Prepayment Notice means an irrevocable written notice of a Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in the form of Exhibit I.

  • Discounted Voluntary Prepayment Notice has the meaning specified in Section 2.05(d)(v).

  • Acceptance and Prepayment Notice means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit M.

  • Discounted Prepayment Option Notice has the meaning specified in Section 2.05(d)(ii).

  • Notice of Loan Prepayment means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

  • ECF Prepayment Amount has the meaning assigned to such term in Section 2.11(b)(i).

  • Solicited Discounted Prepayment Notice means an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit N.

  • Optional Prepayment Price shall have the meaning set forth in Section 14.02(a).

  • Discount Range Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(C)(1).

  • Proposed Prepayment Date is defined in Section 8.3(c).

  • Debt Prepayment Application means, with respect to any asset disposition, the application by the Company or any Subsidiary thereof of cash in an amount equal to the Net Proceeds Amount (or portion thereof) with respect to such asset disposition to pay Senior Indebtedness of the Company or such Subsidiary.

  • Specified Discount Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(B)(1).

  • Full Prepayment Any payment of the entire principal balance of a Mortgage Loan which is received in advance of its scheduled Due Date and is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

  • Notice of Prepayment has the meaning assigned thereto in Section 2.4(c).

  • Borrower Offer of Specified Discount Prepayment means the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).

  • Prepayment means any prepayment, whether in part or in full, in respect of any Receivable.

  • Mandatory Prepayment Amount for any Debentures shall equal the sum of (i) the greater of: (A) 130% of the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon, or (B) the principal amount of Debentures to be prepaid, plus all other accrued and unpaid interest hereon, divided by the Conversion Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Debentures.

  • Partial Prepayment Amount means the amount required to prepay a portion of the Annual Special Tax obligation for an Assessor’s Parcel as described in Section H.

  • Optional Prepayment Date has the meaning specified in Section 4.b hereof.

  • Discount Prepayment Accepting Lender has the meaning set forth in Section 2.05(a)(v)(B)(2).

  • Optional Prepayment shall have the meaning set forth in Section 2.10.

  • Specified Discount Prepayment Response Date has the meaning set forth in Section 2.05(a)(v)(B)(1).

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.