Examples of Acquisition SPV in a sentence
Upon receipt of an Issuer Insolvency Payment by the Borrower or the Acquisition SPV, the Borrower shall prepay the Loan in an amount equal to 50% or (in the case of a Full Prepayment Event) 100% of such Issuer Insolvency Payment, provided that any Issuer Insolvency Payment not applied in prepayment of the Loan pursuant to this Clause 6.7 shall be used and applied towards prepayment of the outstanding loans under the KEXIM Facility Agreement.
These securities are directly owned by Norway Acquisition SPV, LLC, which is a wholly owned subsidiary of Norway Holdings SPV, LLC.
The Borrower (or the Acquisition SPV, as applicable) will, from the Acquisition Closing Date, be the sole legal and beneficial owner of the Acquisition Shares free from any Security Interest, except such Acquisition Shares which have been disposed of, redeemed or liquidated, in each case, to the extent not in breach of the terms of this Agreement.
The Series A Notes and the Series A Warrants to acquire Common Stock (the “ Series A Warrants”) are directly owned by Norway Acquisition SPV, LLC, which is a wholly owned subsidiary of Norway Holdings SPV, LLC (“Norway Holdings”).
Pursuant to the Securities Purchase Agreement, dated April 21, 2005 (the “Securities Purchase Agreement”), between the Company and Norway Acquisition SPV, LLC (“Norway SPV”), Norway SPV has agreed to purchase from the Company up to $205,000,000 aggregate principal amount of 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) under the Indenture (as defined below).
Borrower shall not, and shall not exercise its voting rights under Acquisition SPV’s Organizational Documents to permit Acquisition SPV to, merge or consolidate with or into any Person or liquidate, dissolve or terminate its existence.
Borrower shall not, and shall not exercise its voting rights under Acquisition SPV’s Organizational Documents to permit Acquisition SPV to, create or suffer to exist any Lien, or cause any other Person to create or suffer to exist any Lien (other than Liens in favor of Lender), upon or against any of the assets or properties of Borrower or Acquisition SPV, including, without limitation, the Collateral.
There is no material fact concerning Borrower or, to Borrower’s knowledge, Acquisition SPV the PMF or any PE Fund that Borrower has not disclosed to Lender in writing which would reasonably be expected to result in a Material Adverse Effect.
The seizure or foreclosure of any of the properties or assets of Borrower, Acquisition SPV or the PMF pursuant to process of law or by respect of legal self-help, and which shall have a Material Adverse Effect, unless said seizure or foreclosure is stayed or bonded in full within sixty (60) days after the occurrence of same.
In connection therewith, on the Closing Date, Borrower shall execute and deliver a letter to Acquisition SPV (the “Irrevocable Instruction Letter”) pursuant to which Borrower shall irrevocably instruct Acquisition SPV to deposit all Net Distributions directly to the Master Collateral Account (the “Irrevocable Instructions”).