Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;
Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.
Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.
Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Commitment Letters has the meaning set forth in Section 4.5.
Existing Facility Agreement has the meaning specified therefor in the recitals hereto.
Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.
Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.
Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that:
(i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and
(ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:
Commitment Letter has the meaning set forth in Section 5.7.
Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.
Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;
Structured settlement agreement means the agreement, judgment, stipulation, or release embodying the terms of a structured settlement.
Reinvestment Agreements One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).
Investment Agreement shall have the meaning set forth in the Recitals hereto.
Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.
Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.
Price amendment means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).
Repayment Agreement means an agreement
leasing agreement means an agreement by which one person (the lessor) grants a right to possession or control of an object (with or without an option to purchase) to another person (the lessee) in return for a rental or other payment;
Equity Contract means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy.