Open Market Buy-Back Sample Clauses

Open Market Buy-Back. The Borrower shall, on the Open Market Buy-Back Date, purchase from each Consenting First Lien Credit Agreement Lender pursuant to an applicable Assignment and Assumption, without any further action by the Borrower, at par (such amount, the “Purchase Consideration”), Term Loans of such Consenting First Lien Credit Agreement Lender, in an amount equal to the Purchase Amount. Such Open Market Purchases shall be governed by Section 10.07(l) of the First Lien Credit Agreement; it being understood and agreed that (A) the principal amount of each Term Loan equal to the Purchase Amount, shall be deemed automatically cancelled and extinguished on the Open Market Buy-Back Date, (B) each such assignment shall become effective on the Open Market Purchase Date without any further action by or approval of the Borrower after the date hereof, and (C) upon receipt of the Purchase Consideration by the Consenting First Lien Credit Agreement Lenders, each Consenting First Lien Credit Agreement Lender shall (or shall cause its representatives to) deliver the applicable Assignment and Assumption to the First Lien Administrative Agent for recordation in the Register (as defined in the First Lien Credit Agreement), and the Consenting First Lien Credit Agreement Lenders will take any reasonable actions that the Required Consenting Creditors determine are reasonably necessary to effectuate the foregoing; provided, that if as of the Open Market Buy-Back Date, the First Lien Credit Agreement Lenders holding 100% of the outstanding principal amount of the Term Loans are Consenting First Lien Credit Agreement Lenders, the Borrower shall make a voluntary prepayment pursuant to Section 2.06(a) of the First Lien Credit Agreement in an amount equal to the Aggregate Purchase Amount in lieu of all such Open Market Purchases (the “Designated Voluntary Prepayment”). For the avoidance of doubt, each Consenting First Lien Credit Agreement Lenders agrees that in the event the Designated Voluntary Prepayment is made by the Borrower, no such assignment shall be required or effective, it shall not deliver (or cause to be delivered) such Assignment and Assumption to the First Lien Administrative Agent and the applicable Assignment and Assumption shall be of no further force or effect.
Sample 1
AutoNDA by SimpleDocs

Related to Open Market Buy-Back

  • Open Market Purchases (a) Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document, Holdings, Lead Borrower or any of its Restricted Subsidiaries may, at any time and from time to time, make open market purchases of Term Loans (each, an “Open Market Purchase”), so long as the following conditions are satisfied:

  • Open Market Transactions We agree to abide by Regulation M under the Exchange Act and we agree not to bid for, purchase, attempt to purchase, or sell, directly or indirectly, any Securities, any other Reference Securities (as defined in Regulation M) of the issuer, or any other securities of such issuer as you may designate, except as brokers pursuant to unsolicited orders and as otherwise provided in this Agreement. If the Securities are common stock or securities convertible into common stock, we agree not to effect, or attempt to induce others to effect, directly or indirectly, any transactions in or relating to any stock of such issuer, except to the extent permitted by Rule 101 of Regulation M under the Exchange Act.

  • Nasdaq National Market Listing Parent shall authorize for listing on the Nasdaq National Market the shares of Parent Common Stock issuable, and those required to be reserved for issuance, in connection with the Merger, upon official notice of issuance.

  • Listing on Nasdaq The Shares will be approved for listing on the Nasdaq Capital Market (“Nasdaq”) by the Closing Date, subject to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, terminating the listing of the Securities on Nasdaq nor has the Company received any notification that Nasdaq is contemplating revoking or withdrawing approval for listing of the Securities.

  • Secondary Market Trading In the event the Public Securities are not listed on the Nasdaq Capital Market or another national securities exchange, the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities in such jurisdictions and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign entity doing business in such jurisdiction.

  • Listing on the Nasdaq Capital Market The Company will use commercially reasonable efforts to maintain the listing of the Public Securities on the Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act.

  • Secondary Market Lender may sell, transfer and deliver the Note and assign the Loan Agreement, the Security Instrument, this Assignment and the other Loan Documents to one or more investors in the secondary mortgage market (“Investors”). In connection with such sale, Lender may retain or assign responsibility for servicing the Loan, including the Note, the Loan Agreement, the Security Instrument, this Assignment and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including any subservicer or master servicer, on behalf of the Investors. All references to Lender in this Assignment will refer to and include any such servicer to the extent applicable.

  • Secondary Market Trading and Standard & Poor’s If the Company does not maintain the listing of the Public Securities on Nasdaq or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities in the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.

  • Secondary Market Transactions Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with Purchasers and otherwise reasonably assist Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person.

  • At-Market Transaction Notwithstanding Section 2(e)(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 2(e)(i) is obtained).

Time is Money Join Law Insider Premium to draft better contracts faster.