Alternative Financing Proposal definition

Alternative Financing Proposal means a financing proposal made by a third party after the date of the Agreement that the Company Board determines, in good faith, to be more favorable to the Company from a financial point of view than the terms of the Exchange or New Notes, provided that such proposal provides for sufficient funds (together with current cash on hand) to timely pay in full in cash all obligations outstanding under the Existing Notes and Existing Indenture.
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Alternative Financing Proposal means a written proposal from Buyer to consummate the transactions contemplated hereby on the terms set forth herein on or prior to the Termination Date, with no amendment or modification that is adverse to Seller or the Company, and that includes with such proposal, written equity and debt commitment letters from reputable financial institutions that (i) provide for the full debt and equity financing for Buyer to consummate the transactions contemplated hereby on the terms set forth herein on or prior to the Termination Date, (ii) do not contain terms or conditions that are, individually or in the aggregate, in addition to or more burdensome (from the perspective of consummating the transactions contemplated hereby) than the conditions set forth in the Equity Commitment Letter and the Debt Commitment Letter, (iii) do not cause, and upon consummation of the transactions contemplated hereby would not cause, the Seller or the Company to be in breach of any of their representations, warranties or covenants hereunder or in breach of any other agreement or instrument to which it is party, and (iv) is reasonably satisfactory to the Seller and the Company.
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Related to Alternative Financing Proposal

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Exit Financing means the financing under the Exit Facility.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Financing Commitment shall have the meaning set forth in Section 6.4.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Refinancing Commitments shall have the meaning provided in Section 2.15(b)(i).

  • Debt Financing has the meaning set forth in Section 5.7.

  • Financing Commitments has the meaning set forth in Section 5.7.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Additional Financing has the meaning set forth in Section 16.3(a).