Tender Loans Sample Clauses

Tender Loans. Subject to the terms and conditions set forth herein (including specifically without limitation the satisfaction of each of the conditions contained in Section 5 hereof), each Lender severally agrees, on the Closing Date, to make a tender loan (collectively, the "Tender Loans") to the Borrower, in Dollars, in an amount equal to such Lender's Commitment Percentage, if any, of the Tender Committed Amount; provided that the aggregate amount of such Tender Loans made on the Closing Date shall not exceed the lesser of (i) Aggregate Tender
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Tender Loans. Each Lender severally agrees to lend to Company on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tender Loan Commitments to be used for the purposes identified in subsection 2.5A. The amount of each Lender's Tender Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Tender Loan Commitments is $175,000,000; provided that the Tender Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Tender Loan Commitments pursuant to subsection 10.
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Tender Loans. The proceeds of the Tender Loans made on the Closing Date shall be applied by Company, together with other funds, as follows: (i) to purchase the Tendered Target Shares; (ii) to pay Transaction Fees in an aggregate amount not to exceed $6,000,000; and (iii) to deposit an amount equal to four months' estimated interest (using the Base Rate and the Applicable Base Rate Margin then in effect) into an account to be used solely to pay interest on the Tender Loans. The proceeds of any Tender Loans made on May 15, 1996 shall be applied to pay interest on the Subordinated Notes due on May 15, 1996 in an aggregate amount not to exceed $276,250.
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Tender Loans. The proceeds of the Tender Loans made on the Closing Date shall be applied by Company, together with other funds, as follows: (i) to provide the consideration for Merger Sub to purchase the Tendered Milgray Shares, to pay the purchase price of any shares of Milgray Common Stock that have been converted into the right to receive a cash payment pursuant to the Merger Agreement and to pay the purchase price of any other Shares of Milgray Common Stock purchased in any manner whatsoever, in an aggregate amount not to exceed $101,000,000; (ii) to repay all amounts of principal and accrued interest outstanding under the Existing Senior Notes (including any make-whole payments due upon the repayment of such amounts) in an amount not to exceed $26,000,000; and (iii) to pay Transaction Costs incurred as of the Closing Date in an aggregate amount not to exceed $6,000,000. The proceeds of the Tender Loans, if any, made after the Closing Date pursuant to the second paragraph of Section 2.1A(i) shall be applied by Company to repay all amounts of principal and accrued interest
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Tender Loans. 43 5.2 Procedure for Tender Loan Borrowing...................................................... 43 5.3
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Tender Loans. Subject to the terms and conditions hereof, each Tender Loan Lender severally agrees to make a loan (a "Tender Loan") on the Closing Date in a principal amount equal to such Tender Loan Lender's Tender Loan Commitment, provided that, if any Senior Subordinated Notes are issued, or any Senior Subordinated Bridge Loans are made, on or prior to the Closing Date, no Tender Loans shall be made hereunder. The Tender Loans may from time to time be (i) Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent in accordance with subsections 5.2 and 6.4.
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Related to Tender Loans

  • Member Loans The Member may make loans (“Member Loans”) to the Company, which shall bear interest and be repaid on such reasonable terms and conditions as may be approved by the Member.

  • Insider Loans No Company-Related Person has any loan, credit or other Contract outstanding with Company or any Company Subsidiary that does not conform to applicable rules and regulations of the FDIC, the Federal Reserve Board, or any other Governmental Entity with jurisdiction over Company or any Company Subsidiary.

  • Acquisition Loans The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

  • Loans The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2021 or the consummation of the Offering.

  • Refunding Loans In its sole and absolute discretion, the Administrative Agent may at any time, on behalf of the Borrower (which hereby irrevocably authorizes the Administrative Agent to act on its behalf for such purpose) and with notice to the Borrower, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s Revolver Percentage of the amount of the Swing Loans outstanding on the date such notice is given. Unless an Event of Default described in Section 9.1(j) or 9.1(k) exists with respect to the Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative Agent, in immediately available funds, at the Administrative Agent’s principal office in Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day following the day such notice is given. The proceeds of such Borrowing of Revolving Loans shall be immediately applied to repay the outstanding Swing Loans.

  • Bridge Loans For purposes of determining the maturity date of any Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would automatically either be extended as, converted into or required to be exchanged for, permanent refinancing shall be deemed to have the maturity date as so extended, converted or exchanged.

  • Prepayments of the Loans (a) Immediately upon receipt by Borrower or its Subsidiaries of proceeds of any (i) sale or other disposition of Collateral (excluding Accounts and Inventory) permitted under Section 7.9 in excess of $1,000,000 in the aggregate in any Fiscal Year, (ii) sale of the stock of any Subsidiary of Borrower or (iii) issuance of equity securities (other than equity issued in connection with Borrower’s Plans) or issuance of Debt (other than Guaranties) permitted under the last sentence of Section 7.13 (excluding proceeds of equity or Debt issued to finance a Permitted Acquisition but only to the extent such proceeds are received and paid to the sellers of the Target contemporaneously with the consummation of the Permitted Acquisition or contemporaneously with the date on which any other consideration is required to be paid to such sellers in connection with such Permitted Acquisition), Borrower shall prepay the Obligations in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Liens hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, all Net Proceeds from a sale of Collateral subject to clause (i) above shall be applied to the Obligations without regard to the $1,000,000 exclusion set forth above. Any such prepayment required by this Section 3.3(a) shall be applied in accordance with Section 3.7.

  • Making Loans (a) The Borrower hereby requests an initial Loan in the principal amount of [REDACTED] to be made on the Closing Date (the “Initial Loan”) as contemplated in Section 5.03, the proceeds of which shall be retained by the Lenders as contemplated in such Section 5.03. Each other Loan hereunder shall be made on at least five (5) days’ prior written request from the Borrower to the Administrative Agent and each Group Agent in the form of a Loan Request attached hereto as Exhibit A. Each such request for a Loan shall be made no later than 11:00 a.m. (New York City time) on a Business Day (it being understood that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of the Loan(s) requested (which shall not be less than [REDACTED] and shall be an integral multiple of [REDACTED]), (ii) the portion (if any) of such Loan(s) requested that constitute Enhanced Loan(s), (iii) the account to which the proceeds of such Loans shall be distributed, (iv) the date such requested Loan is to be made (which shall be a Business Day and a Settlement Date) (a “Borrowing Date”), (v) a detailed list of the Receivables, if any, proposed to be sold to the Borrower on such proposed Borrowing Date, including in respect of each Receivable the name and Billing Address of the related Obligor (or the identification number or code of such Obligor, provided that it includes the State (or commonwealth) in the United States in respect of such Billing Address), the account number or Contract identification number, the Remaining Term, the ADT Credit Score, the Product Type, whether a credit check was completed, the Unpaid Balance, the Financed Unpaid Balance, the aggregate Unpaid Balance of all such Receivables, and such additional detail that the Administrative Agent may from time to time reasonably request, of each Receivable in each case as of the immediately preceding Cut-off Date, and (vi) an Information Package in respect of the Settlement Period immediately preceding such proposed Borrowing Date specified in such Loan Request and as of the most recent Cut-off Date and which shall also contain the pro forma information regarding any such proposed Loans required by Section 3.01(c).

  • Existing Loans Schedule 3.14(a) attached hereto lists, as of the date of this Agreement, (i) all secured Indebtedness presently encumbering the Property or any direct or indirect interest in the Company, and (ii) all unsecured Indebtedness of the Company or any Company Subsidiary (collectively, the “Existing Company Loans”), and the outstanding aggregate principal balance of each such Existing Company Loan as of April 30, 2019. Except as set forth on Schedule 3.14(b) attached hereto, the Existing Company Loans and the documents entered into in connection therewith (such notes, deeds of trust and all other documents or instruments evidencing or securing such Existing Company Loans including any financing statements, and any amendments, modifications, and assignments of the foregoing shall be referred to collectively as the “Existing Company Loan Documents”) are in full force and effect as of the Closing Date. True, correct and complete copies of the Existing Company Loan Documents (other than financing statements, ancillary certificates and other similar ancillary documents) have been made available to MAMP. No material breach or material default by the Company or any Company Subsidiary has occurred under any Existing Company Loans. Except as set forth on Schedule 3.14(c) attached hereto, no event has occurred and is continuing which with the passage of time or the giving of notice (or both) would constitute a material breach or default under any of such Existing Company Loan Documents, nor has the Company received or given written notice of a default under any Existing Company Loan Documents, which remains uncured.

  • Shareholder Loans (a) Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall enter into a Pledge of Subordinated Shareholder Loans on terms and conditions satisfactory to the Facility Agent and a Security Provider’s Deed of Accession and provides (i) the Facility Agent with such documents and evidence as it may reasonably require as to the power and authority of the Restricted Person to enter into such Pledge of Subordinated Shareholder Loans and Security Provider’s Deed of Accession and that the same constitute valid and legally binding obligations of such Restricted Person enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) notification of such pledge to the relevant member of the Borrower Group.

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