WOW Knology Parent definition

WOW Knology Parent shall have the meaning provided in the preamble to this Agreement.
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WOW Knology Parent. Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, as Administrative Agent and JPMORGAN CHASE BANK, N.A., as the RevolverAdministrative Agent. The Borrower, Kingston Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Knology, Inc., a Delaware corporation (the “Company”) have entered into an Agreement and Plan of Merger dated as of April 18, 2012 (the “Merger Agreement”), pursuant to which the Borrower has agreed to acquire (the “Acquisition”) the Company. In connection with the Acquisition, on the Closing Date, the Company will be merged (the “Merger”) with and into Merger Sub, with the Company surviving as a direct wholly owned Subsidiary of the Borrower. In connection with the Acquisition and the refinancing of the Existing Credit Facilities (this and other capitalized terms used herein having the meanings given to them in Section 1.1 below), the Borrower has requested the Lenders to extend credit in the form of (a) Term Loans, in an initial aggregate principal amount of $1,920,000,000 and (b) Revolving Credit Loans made available to the Borrower at any time and from time to time prior to the applicable Maturity Date, in an initial aggregate principal amount outstanding not in excess of $200,000,000 less the aggregate Letters of Credit Outstanding at such time. The Borrower has requested the Letter of Credit Issuer to issue Letters of Credit at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of the Letter of Credit Commitment. The proceeds of the Term Loans, together with the proceeds of the Equity Contribution and the proceeds of the Senior Unsecured Notes and the Senior Subordinated Notes issued on the Closing Date, will be used by the Borrower solely to effect the Refinancing Transactions and the Acquisition and to pay Transaction Expenses. Proceeds of Revolving Credit Loans will be used solely for general corporate purposes of Holdings, the Borrower and its Restricted Subsidiaries (including Permitted Acquisitions, capital expenditures and repayments of Indebtedness not prohibited hereunder) and to pay Transaction Expenses to the extent permitted herein; provided that. Notwithstanding the foregoing, the proceeds of any Refinancing Term Loans, Refinancing Revolving Credit Loans and Term Loans made under Incremental Commitments may be used as set forth in the applicable Refin...
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Related to WOW Knology Parent

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • Seller Parent has the meaning set forth in the Preamble.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • MergerSub has the meaning set forth in the Preamble.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Merger Sub has the meaning set forth in the Preamble.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Foster parent means an individual who operates a home that has been approved by the Department to provide care for an unrelated child or young adult placed in the home by the Department.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Birth parent means the child's biological parent and, for purposes of adoptive placement, means

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • Holdings as defined in the preamble hereto.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • VIE of any Person means any entity that controls, is controlled by, or is under common control with such Person and is deemed to be a variable interest entity consolidated with such Person for purposes of U.S. GAAP. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.