Transaction Support Agreement. The Transaction Support Agreement shall be in full force and effect and shall have not been terminated.
Transaction Support Agreement. The Merger Agreement is hereby amended by (i) amending Section 1.01(a) to add a defined term, which shall appear in the appropriate alphabetical order, that reads as follows “ “Transaction Support Agreement” means that certain Transaction Support Agreement, dated as of October 26, 2023, by and among Xxxxxx, Xxxxxx X. Xxx, Xxxxxx Xxxxx, Jr., Xxxxxxx Xxxx, Xxxxx X’Xxxxxx, Xxxxxx Xxxxx and the other signatories thereto.”, (ii) amending the definition of “Ancillary Agreements” to insert the words “Transaction Support Agreement,” (iii) amending Section 4.02 to add a sentence at the end of such section that reads as follows “Prior to the execution of the Transaction Support Agreement by the parties thereto, the Company Board (acting upon the unanimous recommendation of the Special Committee to take such action) approved the Transaction Support Agreement and the transactions contemplated thereby.”, (iv) amending Section 5.07(b) to insert the words “and the Transaction Support Agreement” after the words “Other than the Support Agreements”, (v) amending Section 6.02(f) to insert the words “the Transaction Support Agreement,” after the words “the Support Agreements,”, and (vi) inserting a new Section 6.23 with text that reads as follows “Transaction Support Agreement. Parent shall seek to enforce the obligations of the Stockholders (as such term is defined in the Transaction Support Agreement) under the Transaction Support Agreement and the Company shall be entitled to specific performance pursuant to Section 9.02 to cause Parent to seek to enforce the obligations of the Stockholders under the Transaction Support Agreement. Prior to the Closing, Parent shall not, except with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), (i) amend, modify, waive or agree to terminate any of the terms or provisions of the Transaction Support Agreement (or enter into any Contract that has the effect of the foregoing) or (ii) take any action with the intent to violate clause (vi) of Section 7.04 of the Transaction Support Agreement (but solely to the extent that such action results in the termination of the Transaction Support Agreement pursuant to clause (vi) of Section 7.04 thereof).”
Transaction Support Agreement. The Transaction Support Agreement shall not have been terminated with respect to any Company Party (as defined in the Transaction Support Agreement) and/or any Consenting First Lien Lender (as defined in the Transaction Support Agreement) and shall be in full force and effect other than as a result of the occurrence of the “Closing Date” thereunder on the Closing Date.
Transaction Support Agreement. The Borrower fails to comply with any obligation under the Transaction Support Agreement that survives or arises following the Closing Date (including any obligation under any post-effective date covenant) and the default or breach continues for a period of 30 consecutive days from the date written notice is given to the Borrower by the Administrative Agent or any Lender.
Transaction Support Agreement. Borrower, Holdings and each of the other Loan Parties shall (i) work expeditiously and in good faith with the Administrative Agent and the Consenting Lenders and any other creditors or stakeholders of Borrower, Holdings or any of the other Loan Parties that is requested by the Requisite Consenting Lenders to formulate and negotiate the terms and conditions of the Transaction Support Agreement, (ii) deliver to the Administrative Agent and to any Consenting Lender that, in each case, is party to a non-disclosure agreement with Borrower (an “NDA”) all such budgets, plans, reports, financial statements, notices, documents, information and/or other materials (collectively, “Information”) that the Administrative Agent or such Consenting Lender and Borrower mutually agree in good faith are necessary, advisable or appropriate for the Administrative Agent or such Consenting Lender to evaluate the terms of the Transaction Support Agreement and/or the Specified Transaction (provided, that such Information shall include (x) each updated 13-week statement of projected cash receipts and disbursements of Borrower and its Domestic Subsidiaries that is described in Section 5.1(a) of the MDL Credit Agreement, (y) each Liquidity Report (as defined in the MDL Credit Agreement) that is described in Section 5.1(c) of the MDL Credit Agreement and (z) consolidated, domestic and international revenues, gross profits, Consolidated EBITDA (which, for the avoidance of doubt, shall be provided on a consolidated, domestic and international basis notwithstanding anything contained in the definition otherwise), capital expenditures and free cash flow, in each case presented on a quarterly basis, for each of fiscal years 2017, 2018 and 2019), (iii) execute and deliver to the Administrative Agent and the Consenting Lenders the Transaction Support Agreement promptly after the terms and conditions thereof have been finally agreed to by the Persons to be a party thereto (but in any event, such execution and delivery shall be no later than December 15, 2016) and (iv) implement and consummate the transactions contemplated by the Transaction Support Agreement in accordance with the terms thereof. Borrower shall issue a public press release or file a report with the Securities and Exchange Commission containing all material non-public Information that is provided to a Consenting Lender after the date of this Forbearance Agreement no later than January 15, 2017 or such earlier date that is set for...
Transaction Support Agreement. Company Stockholders holding not less than 99% of the Company Common Stock and 100% of the Warrant Shares shall have executed or agreed to be bound by the Transaction Support Agreement.
Transaction Support Agreement. Peabody fails to comply with any obligation under the Transaction Support Agreement that survives or arises after the Closing Date (including any post-effective date covenant) and the default or breach continues for a period of 30 consecutive days after written notice to Peabody by the Administrative Agent or any Lender.
Transaction Support Agreement. The Transaction Support Agreement shall be in full force and effect and shall have not been terminated as to all parties thereto; it being understood that termination with respect to one or more but not all of the Backstop Parties shall not constitute a failure of this condition to be satisfied.
Transaction Support Agreement. The Transaction Support Agreement, which shall have been executed on or prior to the date hereof, shall continue to be in full force and effect in all respects.
Transaction Support Agreement. The Transaction Support Agreement shall not have been terminated, or terminated with respect to any Company Party (as defined in the Transaction Support Agreement) or any Consenting First Lien Lender (as defined in the Transaction Support Agreement), and shall be in full force and effect other than as a result of the occurrence of the Closing Date thereunder on the Second Amendment Effective Date. Each of the (i) Second Lien Intercreditor and Subordination Agreement (as in effect on the date hereof), (ii) the Amended Agreement Among Lenders (as in effect on the date hereof), (iii) the Assignment and Assumption Agreement (as in effect on the date hereof) and (iv) Second Lien Note Purchase Agreement (as in effect on the date hereof) shall be in full force and effect and the Second Amendment Effective Date Transactions shall, contemporaneously with the occurrence of the Second Amendment Effective Date, be consummated.
