Approved Financing Source definition

Approved Financing Source means (i) any person listed on Annex B hereto, (ii) any person that (a) is an individual or a bona fide private equity firm or other similar institutional investor, (b) is not a direct or indirect beneficial owner of more than one percent (1%) of the equity securities of the Company or any of its subsidiaries or joint ventures, (c) is reasonably expected to provide financing for a potential Transaction in an amount that is less than $50 million and (d) the Special Committee does not have any reasonable, good faith reason to object to serving as an Approved Financing Source and (iii) any other person expressly approved by the Special Committee as an Approved Financing Source (such consent not to be unreasonably withheld); provided in each case that a person shall be an Approved Financing Source only if such person, the Company and the Special Committee shall have entered into a confidentiality agreement. The Company and the Special Committee shall enter into a confidentiality agreement with such potential Approved Financing Source in the form set forth on Annex C unless (1) the potential Approved Financing Source desires or insists upon material changes thereto and/or (2) the Special Committee concludes in good faith that such form of confidentiality agreement is not adequate or appropriate for such purposes as a result of any change, event or circumstance occurring or existing after the date hereof, in which case the Special Committee, on behalf of itself and the Company, shall negotiate in good faith in an attempt to reach agreement on terms thereof acceptable to the parties. If the parties propose to enter into a confidentiality agreement in the form set forth on Annex C, then promptly following your request, or in the case of a confidentiality agreement negotiated among the parties pursuant to the previous sentence, then promptly following agreement between the parties on the terms thereof, the Company and the Special Committee agree to execute such confidentiality agreement; provided that in no event shall the Company or the Special Committee be under any obligation to execute any confidentiality agreement with any potential Approved Financing Source if the sum of the total aggregate number of shares of capital stock of the Company owned (beneficially or of record) by such potential Approved Financing Source, you, your Approved Financing Sources and any or all members of any group of which you are a member equals or exceeds 29.9% of the outstanding sha...
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Approved Financing Source means (a) any person listed on Annex B hereto (with respect to your Approved Financing Sources) or Annex B to the Xxxxxx NDA (with respect to Xx. Xxxxxx’x Approved Financing Sources) and (b) any other person expressly approved by the Special Committee as an Approved Financing Source of you or Xx. Xxxxxx (such consent not to be unreasonably withheld); provided in each case that a person shall be your Approved Financing Source for these purposes only if such person, the Company and the Special Committee shall have entered into a confidentiality agreement having terms and conditions reasonably acceptable to the Special Committee. The Company and the Special Committee shall enter into a confidentiality agreement with any such potential Approved Financing Source in the form set forth on Annex C to the Xxxxxx NDA (with appropriate changes to reflect that the Approved Financing Source is an Approved Financing Source of you rather than Xx. Xxxxxx) if such Approved Financing Source is (x) listed on Annex B to the Xxxxxx NDA and is an internationally-recognized commercial lending institution that provides or shall provide solely debt financing to you or (y) listed on Annex B, in each case unless (1) the potential Approved Financing Source desires or insists upon material changes thereto and/or (2) the Special Committee concludes in good faith that such form of confidentiality agreement is not adequate or appropriate for such purposes as a result of any change, event or circumstance occurring or existing after the date of the Xxxxxx NDA, in which case the Special Committee, on behalf of itself and the Company, shall negotiate in good faith in an attempt to reach agreement on terms thereof acceptable to the parties. If the parties propose to enter into a confidentiality agreement in the form set forth on Annex C to the Xxxxxx NDA (with such changes referenced above), then promptly following your request, or in the case of a confidentiality agreement negotiated among the parties pursuant to the previous sentence, then promptly following agreement between the parties on the terms thereof, the Company and the Special Committee agree to execute such confidentiality agreement.
Sample 1
Approved Financing Source means a Person engaged by the Company after the date of this Agreement to act as an investment bank, financial advisor, broker or similar advisor in connection with any Financing which has been approved by the SPAC in accordance with the terms of the Agreement (an “Approved Financing”).
Sample 1

Examples of Approved Financing Source in a sentence

  • Except for your Representatives, you shall not, and you shall cause your Representatives (other than Approved Financing Sources) not to, provide any Evaluation Material to any person except your Approved Financing Source or the Xxxxxx Parties.

  • Notwithstanding the foregoing and subject to the proviso in Paragraph 2.1(iii)(a), you shall not be prohibited from engaging in any communications with any director of the Company who is also personnel of any Approved Financing Source.

  • Except for your Representatives, you shall not, and you shall cause your Representatives (other than Approved Financing Sources) not to, provide any Evaluation Material to any person except an Approved Financing Source.

  • You shall not, without the prior written consent of the Special Committee, join or form a group with any person other than any Approved Financing Source.

  • Except for your Representatives, you shall not, and you shall cause your Representatives (other than Approved Financing Sources) not to, provide any Evaluation Material to any person except your Approved Financing Source or the Miller Parties.

  • You shall not, without the prior written consent of the Special Committee, join or form a group with any person other than Mr. Miller and/or any Approved Financing Source.

Related to Approved Financing Source

  • Debt Financing Sources means (A) the banks and other entities that have committed to provide or otherwise entered into agreements in connection with debt Financing or any alternative debt financing in connection with the transactions contemplated hereby, including the lead arranger or arranger or any of the parties to the debt Financing Commitments and any joinder agreements or credit agreements relating thereto and any Affiliate of the foregoing and (B) any officers, directors or representatives of the foregoing.

  • Financing Sources means the Persons (including the parties to the Commitment Letter) that have committed to provide or otherwise entered into agreements in connection with the Financing, or alternative financings in connection with the transactions contemplated by this Agreement, and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto together with their Affiliates, officers, directors, employees and representatives involved in the Financing and their successors and assigns.

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

  • Approved Financial Institution means any bank approved by Exchange in accordance with its credit review procedures or policies;

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Approved Funding has the meaning ascribed to it in Schedule B.

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

  • Lender Affiliate means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

  • Designated Financial Institution shall have the meaning specified in Section 14.12(a).

  • Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

  • Licensed financial institution means a financial institution issued a license under this act.

  • VA Approved Lender means a lender which is approved by the VA to act as a lender in connection with the origination of VA Loans.

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

  • Refinancing Commitments shall have the meaning provided in Section 2.14(h).

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Approved Investor means any institution which has made a Takeout Commitment and has been approved by Buyer and not subsequently disapproved by Buyer.

  • Approved Lender is defined in Section 12.1.