Term Loan B Conditions definition

Term Loan B Conditions the following conditions for the Term Loan B Debt: (a) the aggregate principal amount of such Debt at any time outstanding does not exceed $450,000,000; (b) the proceeds of such Debt are used (i) first, to repurchase all of the Senior Notes Refinancing Debt through a tender offer, open market purchase, redemption or discharge of the 7 5/8% senior secured notes due 2019, issued by the Parent and to pay reasonable, documented, out-of-pocket costs and expenses incurred by Borrowers or Parent in connection with the issuance of such Debt, including tender premiums, consent payments, redemption premiums and accrued and unpaid interest and (ii) second, the balance of the proceeds of such Debt to be used for working capital and other lawful corporate purposes; (c) such Debt has a term that is not less than five (5) years and a final maturity no sooner than ninety (90) days after the Revolver Termination Date (after giving effect to any TD Early Maturity Date); (d) any such Debt has an all-in-yield (which shall be determined by including interest rates, original issue discount, upfront fees, commitment fees and any other similar fees or charges) no greater than 6.00%, including, without limitation, an original issue discount not in excess of 1.00% of the aggregate principal amount of such Term Loan B Debt, (e) any such Debt is subordinated to the Obligations at least to the same extent as that permissible for the Senior Notes Refinancing Debt; (f) all such Debt is subject to the Intercreditor Agreement; (g) the final Term Loan B Documents (and the terms and conditions, the representations, covenants and defaults applicable thereto) shall be consistent with the draft term sheet with respect to the Term Loan B delivered to the Agent on the Eleventh Amendment Effective Date, with such changes and inclusion of additional terms and provisions as are not adverse to the interests of the Agent and the Lenders (as determined by Agent in its reasonable discretion); (h) upon giving effect to any such Debt, including, without limitation, upon giving effect to any additional incurrence of Term Loan B Debt after the date of the initial incurrence thereof, no Default or Event of Default exists; (i) the obligors in respect of such Debt shall not include any Person that is not an Obligor under the Senior Notes Refinancing Debt) and (j) all such Debt has been incurred by Parent on or prior to the date that is one hundred twenty (120) days after the Eleventh Amendment Effective Date.
Sample 1
Term Loan B Conditions means confirmation satisfactory to Lender of (a) receipt by the Borrowers and Guarantors, or any of them, prior to June 30, 1999, of not less than $2,000,000 of net cash as proceeds from the issuance and sale of newly issued preferred shares or other equity securities which are junior to the interests of Lender and (b) that all such proceeds have been retained by Borrower and used solely for working capital purposes in the ordinary course of business.
Sample 1
Term Loan B Conditions means satisfaction of the following conditions in a manner, and evidenced as applicable by agreements, instruments and documents, satisfactory in form and substance to Agent: (a) the consummation of the Secured Party Sale, (b) no Event of Default shall have occurred and then be continuing, (c) the execution and delivery of the Secured Term B Notes by the Companies and (d) the issuance of Warrants to the Lenders for shares of Common Stock in an amount equal to twenty five percent (25%) of Term Loan B divided by the Share Price.
Sample 1

Examples of Term Loan B Conditions in a sentence

  • The Company is eligible to further extend the Existing Loan Amortization Date to January 1, 2018, if the Term Loan B Conditions are met prior to July 1, 2017.The Amendment also eliminates the financial covenant under the Loan Agreement requiring the Company to maintain a specified liquidity ratio and replaces it with a requirement that the Company maintain at least $10.0 million in unrestricted cash until the Phase 3 Tivozanib Trial has been completed with satisfactory results.

  • Without limiting the foregoing, the University agrees not to disclose any Confidential Information of Company, or anyone claiming through Company.

  • Each such quarterly payment shall be payable on the first (1st) day of each January, April, July and October, calculated and determined for the previous fiscal quarter commencing on January 1, 1999 and ending on the date, if any, when the Term Loan B Conditions are satisfied.

  • Key reasons for losses are the reduced work allowances and extension of capital limits to in-work claimants, and the removal of certain disability-related premiums and tax credit elements.

  • Forward Cover - The Company uses foreign exchange forward contracts and forward option contracts to hedge its exposure to foreign currency fluctuations.

  • The payments set forth in clauses (i)(A), (i)(B) and (i)(C) relating to the Secured Revolving Notes and Secured Term B Notes, shall be deemed fully earned at the time the Revolving Commitment Conditions and Term Loan B Conditions, respectively, are satisfied.

  • Subject to satisfaction of the Term Loan B Conditions and the terms and conditions set forth herein and in the Ancillary Agreements, each Lender shall make a term loan to the Companies in such Lender’s Term Loan B Commitment Percentage of $1,500,000 (the “Term Loan B”).

  • The Companies hereby acknowledge and agree that each Lender’s obligation to purchase a Secured Term B Note shall be contingent upon the satisfaction (or waiver by the Agent) of the Term Loan B Conditions and of the items and matters set forth in the closing checklist provided by the Agent to the Companies on or prior to the Closing Date.

Related to Term Loan B Conditions

  • Term Loan B has the meaning set forth in Section 2.2(b).

  • Term Loan Facility means the Term Loan Commitments and the provisions herein related to the Term Loans.

  • Term Loan A has the meaning set forth in Section 2.2(a).

  • Term Loan Commitments means the aggregate amount of such commitments of all Lenders.

  • Term A Loan Commitment means, as to each Lender, its obligation to make its portion of the Term A Loan to the Borrower pursuant to Section 2.01(c), in the principal amount set forth opposite such Lender’s name on Schedule 2.01. The aggregate principal amount of the Term A Loan Commitments of all of the Lenders as in effect on the Closing Date is $675,000,000.

  • Term Loan B Commitment means, with respect to each Lender, its Term Loan B Commitment, and, with respect to all Lenders, their Term Loan B Commitments, in each case as such Dollar amounts are set forth beside such Lender's name under the applicable heading on Schedule C-1 or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

  • Tranche B Term Loan Commitments means such commitments of all Lenders in the aggregate. The amount of each Lender’s Tranche B Term Loan Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Tranche B Term Loan Commitments as of the Third Restatement Date is $600,000,000.

  • Term Loan Commitment is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.

  • Tranche C Term Loan Commitment means the commitment of a Lender to make a Tranche C Term Loan to Company pursuant to subsection 2.1A(iii), and "Tranche C Term Loan Commitments" means such commitments of all Lenders in the aggregate.

  • Term Loan Facilities means the Term Loan A Facility and the Term Loan B Facility.

  • Delayed Draw Term Loan Commitment means the Lender’s obligation to make the Delayed Draw Term Loan to the Borrower pursuant to Section 2.01(a), as such amount may be adjusted from time to time in accordance with this Agreement.

  • Term Loan Increase has the meaning set forth in Section 2.14(a).

  • Other Term Loan Commitments means one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

  • Tranche B Term Loan Commitment means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan to the Borrower hereunder in a principal amount equal to the amount set forth on Schedule 1.01(b) (or in the case of any Continuing Tranche B Term Loan Lender, the amount of its Existing Tranche B Term Loan continued as a Tranche B Term Loans (as specified in its Term Loan Lender Addendum) pursuant to Section 2.01(b)(i).

  • Term Loan Advances are each defined in Section 2.1.1(a).

  • Term Loan B Maturity Date means the earliest of (a) May 24, 2014, or (b) such earlier date upon which the Outstanding Amounts under the Term Loan Facility, including all accrued and unpaid interest, are required to be paid in full in accordance with the terms hereof.

  • Term Loan Amount means with respect to any Term Loan Lender, the amount equal to its Term Loan Percentage of the aggregate principal amount outstanding under the Term Loan.

  • Term Loan Commitment Amount means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment Amount and Term Loan Tranche 2 Commitment Amount.

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

  • New Term Loan Facility means the facility providing for the Borrowing of New Term Loans.

  • Incremental Loan Commitment shall have the meaning ascribed to such term in Section 2.22(a).

  • New Term Loan Commitments shall have the meaning provided in Section 2.14(a).

  • Term Loan A Commitment means, with respect to each Lender, its Term Loan A Commitment, and, with respect to all Lenders, their Term Loan A Commitments, in each case as such Dollar amounts are set forth beside such Lender's name under the applicable heading on Schedule C-1 or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

  • Term Loan Advance and “Term Loan Advances” are each defined in Section 2.1.1(a).

  • Term A Loans has the meaning specified in Section 2.01(b).

  • Term Loans means the term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(b).