Specified Transaction. Specified Transaction will have the meaning specified in Section 14.
Specified Transaction. Enter into, or permit any of its Subsidiaries to, directly or indirectly enter into, any Specified Transaction.
Specified Transaction. (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of a Borrower or any of its Subsidiaries, (b) any Acquisition permitted hereunder, (c) any proposed incurrence of Debt or (d) the proposed making of a Distribution, in each case, to the extent permitted hereunder. Standard Securitization Undertakings: those representations, warranties, covenants and indemnities entered into by the Company or any Excluded Receivables Subsidiary which are determined in good faith by the Company to be customary in securitization transactions involving accounts receivables. Stated Amount: the stated amount of a Letter of Credit, including any automatic increase provided by the terms of the Letter of Credit or related LC Documents, whether or not then effective.
Specified Transaction. (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of an Obligor, (b) any Acquisition, (c) any proposed incurrence of Debt, (d) the proposed making of a Distribution or (e) after the Closing Date, the designation by Borrower Agent of any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, to the extent permitted hereunder. Sponsor: means, individually and collectively, Xxxxxxxx Equity Partners, L.P., a Cayman Islands limited partnership, Xxxxxxxx Energy Fund-TE, LP, a Cayman Islands limited partnership, Xxxxxxxx Energy Fund–FI, LP, a Cayman Islands, limited partnership, Xxxxxx Holdco LLC, a Texas limited liability company, Geveran Investments Limited, a Cyprus limited company, Xxxxxxxxx QES Investment LLC, a Delaware limited liability company and any Affiliate of any of the foregoing.
Specified Transaction. (a) any disposition of all or substantially all the assets of or all the Equity Interests of any Subsidiary or of any division or product line of a Borrower or any of its Subsidiaries, (b) any Acquisition permitted hereunder, (c) any proposed incurrence of Debt or (d) the proposed making of a Distribution, in each case, to the extent permitted hereunder.
Specified Transaction. The Specified Transaction shall have been consummated; provided that (i) (A) if the Specified Transaction shall have failed to be consummated and (B) Parent and Merger Sub elect to waive the condition set forth in this Section 7.2(h), then Parent US Holding shall be entitled to receive the cash proceeds upon the closing of such Specified Transaction (and, for the avoidance of doubt, the other Sale Transaction) in accordance with Section 6.1(d) and Section 4.04 of the Cooperation Agreement; and (ii) the condition set forth in this Section 7.2(h) shall only be a condition precedent to Parent’s and Merger Sub’s obligation to consummate the Merger until December 31, 2022 (the “Specified Transaction Deadline”) (it being understood that if the Specified Transaction is reasonably likely to be consummated within thirty (30) days of the Specified Transaction Deadline), then, subject to and solely with the consent of the Parties (including for the avoidance of doubt, the Company) the Specified Transaction Deadline may be extended by up to three (3) one (1)-month increments until March 31, 2023 if so mutually agreed by the Parties.
Specified Transaction any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of Parent, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of Parent or a Restricted Subsidiary, in each case consummated after the Closing Date and whether by merger, consolidation, amalgamation or otherwise, and any incurrence or repayment of Debt or Restricted Payment, in each case, that by the terms of this Agreement requires a financial ratio or test to be calculated on a “Pro Forma Basis”. Standard Receivables Undertakings - representations, warranties, covenants, guarantees and indemnities entered into by Parent or any Restricted Subsidiary, which Parent has determined in good faith to be customary in a Receivables Facility, it being understood that any Receivables Repurchase Obligation shall be deemed to be a non-credit related recourse accounts receivable factoring arrangement. 198 Subordinated Debt - Debt incurred by a Loan Party that is expressly subordinate and junior in right of payment to Full Payment of the Obligations. 199 Subsidiary - any entity at least fifty percent (50%) of whose voting securities or Equity Interests is owned by a Loan Party or any combination of Loan Parties (including indirect ownership by a Loan Party through other entities in which any Loan Party directly or indirectly owns fifty percent (50%) of the voting securities or Equity Interests). 200 Successor Parent – as defined in Section 10.2.4(d). 201 Supermajority Lenders – subject to Section 4.2 (a) Lenders holding in excess of sixty-six and two thirds percent (66 2/3%) of the aggregate Commitments; and (b) the Commitments have terminated, at least two Lenders holding Facility Exposure in excess of sixty-six and two thirds percent (66 2/3%) of the aggregate Facility Exposure. For the avoidance of doubt, no Defaulting Lender shall be included in the calculation of Supermajority Lenders. 202 Swap Obligation - with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 203 Tax or Taxes - any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or oth...
Specified Transaction. Execution of an Assumption and Indemnity Agreement in form and substance satisfactory to the Administrative Agent.
Specified Transaction. Company acquires from all lenders party thereto that are electing “Alternative A” under the Plan their loans and other claims (the “Acquired Claims”) under the Amended and Restated Credit and Guarantee Agreement, dated as of September 29, 2000, among the Company, the Borrowing Subsidiaries signatories thereto, the Guarantors signatories thereto, the lenders from time to time party thereto, Credit Suisse First Boston, as administrative agent for such lenders, and others (the “Acquired Facility”).
Specified Transaction. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly enter into any Specified Transaction.
