Hydra Transaction Sample Clauses

Hydra Transaction. The Company shall promptly notify the Administrative Agent of any event, condition or occurrence that would reasonably be expected to result in the failure of any condition contained in the Hydra Transaction Documentation to be satisfied (which shall include one or more lenders, bookrunners, underwriters, arrangers or similar entities withdrawing from, or repudiating, rejecting or reducing, any of their respective obligations under the Hydra Commitment Letters or the Continuing Bilateral LOC Credit Facilities (whether in accordance with the terms thereof or otherwise) which causes an aggregate net reduction in commitments under the Hydra Commitment Letters or availability under the Continuing Bilateral LOC Credit Facilities, after accounting for any assumption of such obligations by another lender, bookrunner, underwriter, arranger or similar entity) upon becoming aware of the same but in any event no later than one Business Day after becoming aware of such event, condition or occurrence. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Co...
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Hydra Transaction. Any of the following shall occur: (i) any Hydra Transaction Documentation shall have been terminated; (ii) the adoption of the Combination Agreement is not put to a vote of the shareholders of the Company or XxXxxxxxx International, Inc.; (iii) the shareholders of the Company or XxXxxxxxx International, Inc. do not vote to adopt the Combination Agreement (provided that no Event of Default under this clause (iii) shall occur until seven days after the date of the relevant shareholder meeting convened by the Company or XxXxxxxxx International, Inc., as applicable, in respect of the prospective Hydra Transaction); (iv) the board of directors of the Company change, qualify, withhold, withdraw or modify their recommendation that the shareholders of the Company, as applicable, should adopt the Combination Agreement; or (v) any lender, bookrunner, underwriter, arranger or similar entity withdraws from, or repudiates, rejects or reduces, any of its obligations under the Hydra Commitment Letters and/or the Continuing Bilateral LOC Credit Facilities (in each case, whether in accordance with the terms thereof or otherwise) which causes an aggregate net reduction in commitments under the Hydra Commitment Letters or, as applicable, availability under the Continuing Bilateral LOC Credit Facilities, after accounting for any assumption or replacement of such obligations by another lender, bookrunner, underwriter, arranger or similar entity within 10 days, of (A) $50,000,000 or greater (in aggregate) with respect to the Term B Facility and the Bridge Facilities, (B) $75,000,000 or greater (in aggregate) with respect to Revolving Facility, the LC Facility, the Term C Facility and the Continuing Bilateral LOC Credit Facilities or (C) $100,000,000 or greater (in aggregate) with respect to the Facilities (as defined in the Hydra Commitment Letters) and the Continuing Bilateral LOC Credit Facilities. An Event of Default shall be deemed “continuing” until cured or until waived in writing in accordance with Section 8.02.
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Related to Hydra Transaction

  • Merger Transaction Section 2.1

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Transaction So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

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