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 Transaction Support Agreement shall be in full force and effect and shall have not been terminated.
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. 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 Issuer and each of the Guarantors shall (i) work expeditiously and in good faith with the Consenting Holders and any other creditors or stakeholders of the Issuer or any of the Guarantors that is requested by the Requisite Consenting Holders to formulate and negotiate the terms and conditions of the Transaction Support Agreement, (ii) deliver to any Consenting Holder that is party to a non-disclosure agreement with the Issuer (an “NDA”) all such budgets, plans, reports, financial statements, notices, documents, information and/or other materials (collectively, “Information”) that such Consenting Holder and the Issuer mutually agree in good faith are necessary, advisable or appropriate for such Consenting Holder 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 the Issuer 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 Consenting Holders 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. The Issuer 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 Holder after the date of this Forbearance Agreement no later than January 15, 2017 or such earlier date that is set forth in the NDA to which such Consenting Holder is a party (other than an earlier date that is a specified date rather than a date that is described by reference to the occurrence or happ...
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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. For each Credit Extension after the Initial Credit Extension, the Transaction Support Agreement shall be in full force and effect.
Transaction Support Agreement. Immediately prior to the Fourth Amendment Effective Date, the Transaction Support Agreement shall be in full force and effect, and shall not have been terminated by any party thereto.
Transaction Support Agreement. On March 16, 2022, concurrently with the execution of the merger agreement and as a condition to BIOX’s entry into the merger agreement, BIOX entered into a Transaction Support Agreement (the “Support Agreement”), with certain of MBI Stockholders (the “Supporting Stockholders”) who, collectively and in the aggregate, hold voting power over approximately 48.9% of the shares of MBI Common Stock outstanding at the date of the Merger Agreement (the “Subject Shares”). Pursuant to the terms of the Support Agreement, the Supporting Stockholders have agreed to take certain actions to support the transactions contemplated by the merger agreement, including not transferring the Subject Shares during the term of the Support Agreement and voting the Subject Shares in favor of the merger agreement and transactions contemplated thereby and against any alternative acquisition proposals. Under the terms of in the Support Agreement, (x) if MBI’s Board effects a MBI Recommendation Change that is not in response to a Superior Proposal, the Supporting Stockholders in the aggregate will only have an obligation under the Support Agreement to vote a number of Subject Shares representing 25.0% of the shares of MBI Common Stock outstanding at the date of the Merger Agreement and (y) if MBI’s Board effects a MBI Recommendation Change in response to a Superior Proposal, then the Supporting Stockholders will have no obligations in respect of how to vote their respective Subject Shares. The Support Agreement will terminate automatically as of the earliest of (i) the effective time of the merger, (ii) the termination of the merger agreement in accordance with its terms, (iii) with respect to any Supporting Stockholder, the mutual agreement of BIOX and such Supporting Stockholder, and (iv) with respect to any Supporting Stockholder, such time as any modification or amendment to the merger agreement is effected without such Supporting Stockholder’s consent that materially and adversely affects such Supporting Stockholder. MBI’s Board was aware of and approved the Support Agreement prior to the execution of the Support Agreement and the merger agreement.
