Qualified IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).
Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.
Initial Borrowing Date means the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.
Qualified borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.
Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).
Borrower/s means and refers to jointly and severally to the Applicants (more particularly described in the Application Form) who has/have been sanctioned/granted/disbursed the Loan by ABFL pursuant to the relevant Application Form submitted by such applicants to ABFL for availing of the Loan and depending upon the nature of the Borrower/s, shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors and administrators;
Cost of Qualified Borrowings means the cost, as reasonably determined by the Bank and expressed as a percentage per annum, of the outstanding borrowings of the Bank drawn down after June 30, 1982, excluding such borrowings or portions thereof as the Bank has allocated to fund: (A) the Bank’s investments; and (B) loans which may be made by the Bank after July 1, 1989 bearing interest rates determined otherwise than as provided in paragraph (a) of this Section.
Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.
Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).
Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.
Initial Borrowing means the first Borrowing by the Borrower under this Agreement.
Initial Borrower has the meaning set forth in the preamble hereto.
Designated Borrower Notice has the meaning specified in Section 2.14.
Borrower Security Agreement means the Security Agreement, dated as of the date hereof, between Borrower and the Agent.
Borrowing Date any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.
Borrower LLC Agreement means the Limited Liability Company Operating Agreement of the Borrower, dated as of June 23, 2011.
Refunding Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).
Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).
Subsidiary Loan Parties means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Loan Party after the Effective Date.
Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.
Term B Borrowing means any Borrowing comprised of Term B Loans.
Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;
Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.
Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).
Debt Issuance means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.
Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.