Capital Markets Bridge Facility definition

Capital Markets Bridge Facility means the Credit Agreement (Capital ------------------------------- Markets Bridge Facility), dated as of the date hereof, by and among the Company, certain Lenders, and Bank of America as the agent for such Lenders.
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Capital Markets Bridge Facility. A senior unsecured 364-day term loan facility (the “Capital Markets Bridge Facility”) made to the Borrower on the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) in an aggregate principal amount of $19.50 billion less the gross proceeds received from the issuance of the Senior Notes and/or the incurrence or obtaining of the Term Loans on or prior to the Initial Closing Date, less the amount of any reductions of commitments as set forth and described under the headings “Optional Prepayment and Commitment Reductions” and “Mandatory Prepayment and Commitment Reductions” in this Exhibit C, plus the aggregate amount of any commitments reallocated pursuant to the Reallocation (as defined below). The loans under the Capital Markets Bridge Facility are referred to as the “Capital Markets Bridge Loans.” 2 All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibits A, B and D thereto. Notwithstanding the foregoing, on or prior to the date that is three business days prior to the Initial Closing Date, the Borrower shall have the option, exercisable in its sole discretion by delivering to the Commitment Parties written notice thereof, to reallocate all or any portion of the commitments in respect of the Cash Flow Bridge Facility to the Capital Markets Bridge Facility, by reducing the commitments in respect of the Cash Flow Bridge Facility (which shall be automatically deducted from the Initial Lenders’ commitments under the Commitment Letter) and correspondingly increasing the commitments in respect of the Capital Markets Bridge Facility (which shall be automatically added to the Initial Lenders’ commitments under the Commitment Letter) (any such reallocation, the “Reallocation”).
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Capital Markets Bridge Facility. A senior unsecured 364-day term loan facility (the “Capital Markets Bridge Facility”) made to the Borrower on the Initial Closing Date (and, if later and if and to the extent applicable, the Merger Date) in an aggregate principal amount of $19.50 billion plus, at the Borrower’s election, an amount to fund any original issue discount or upfront fees required to be funded in connection with the exercise of “Market Flex Provision” of the Fee Letter (which amounts shall automatically increase, on a pro rata basis, the Initial Capital Markets Bridge Lenders’ commitments under the Commitment Letter) less the gross proceeds received from the issuance of the Senior Notes and/or the incurrence or obtaining of the Term Loans on or prior to the Initial Closing Date, less the amount of any reductions of commitments as set forth 2 All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibits A, B and D thereto. and described under the headings “Optional Prepayment and Commitment Reductions” and “Mandatory Prepayment and Commitment Reductions” in this Exhibit C, plus the aggregate amount of any commitments reallocated pursuant to the Reallocation (as defined below). The loans under the Capital Markets Bridge Facility are referred to as the “Capital Markets Bridge Loans.” Notwithstanding the foregoing, on or prior to the date that is three business days prior to the Initial Closing Date, the Borrower shall have the option, exercisable in its sole discretion by delivering to the Commitment Parties written notice thereof, to reallocate all or any portion of the commitments in respect of the Cash Flow Bridge Facility to the Capital Markets Bridge Facility, by reducing the commitments in respect of the Cash Flow Bridge Facility (which shall be automatically deducted from the Initial Lenders’ commitments under the Commitment Letter) and correspondingly increasing the commitments in respect of the Capital Markets Bridge Facility (which shall be automatically added to the Initial Lenders’ commitments under the Commitment Letter) (any such reallocation, the “Reallocation”).
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Examples of Capital Markets Bridge Facility in a sentence

  • Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Borrower, the Cash Flow Bridge Facility Administrative Agent and the Capital Markets Bridge Facility Administrative Agent (as defined in Exhibit C to the Commitment Letter) reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

  • The Capital Markets Bridge Facility Documentation will include representations and warranties substantially consistent with the Cash Flow Bridge Facility Documentation after giving effect to the Capital Markets Bridge Facility Documentation Considerations; provided that, notwithstanding the foregoing, subject to the Limited Conditionality Provisions, the foregoing representations and warranties shall only be made on the Initial Closing Date and the Merger Date.

  • The Cash Flow Bridge Facility Guarantees will rank equal in right of payment with the guarantees provided in connection with the Capital Markets Bridge Facility (if any), the Term Loans (if any), the Senior Notes (if any) and any other Permanent Financing (if any).

  • Voting: The Capital Markets Bridge Facility Documentation will include voting provisions on terms and conditions substantially consistent with the Cash Flow Bridge Facility Documentation after giving effect to the Capital Markets Bridge Facility Documentation Considerations.

  • The Capital Markets Bridge Facility Documentation will include affirmative and negative covenants substantially consistent with the Cash Flow Bridge Facility Documentation after giving effect to the Capital Markets Bridge Facility Documentation Considerations.

  • The Capital Markets Bridge Facility Guarantees will rank equal in right of payment with the Cash Flow Bridge Guarantees and the guarantees provided in connection with Term Loans (if any), the Senior Notes (if any) and any other Permanent Financing (if any).

  • The Capital Markets Bridge Facility Documentation will include events of default substantially consistent with the Cash Flow Bridge Facility Documentation after giving effect to the Capital Markets Bridge Facility Documentation Considerations.

  • Upon such assignment, the assignee will become a Capital Markets Bridge Lender for all purposes under the Capital Markets Bridge Facility Documentation.

  • Counsel to the Capital Markets Bridge Facility Administrative Agent, Lead Arrangers and Joint Bookrunners: Cravath, Swaine & Xxxxx LLP.

  • Governing Law and Jurisdiction: The Capital Markets Bridge Facility Documentation and other loan documentation will be governed by New York law (subject to exceptions corresponding to those set forth in the first paragraph of Section 10 of the Commitment Letter).

Related to Capital Markets Bridge Facility

  • Capital Markets Debt means any debt securities or debt financing issued pursuant to an indenture, notes purchase agreement or similar financing arrangement (but excluding any credit agreement) whether offered pursuant to a registration statement under the Securities Act or under an exemption from the registration requirements of the Securities Act.

  • Bridge Facility means the Commitments and any Advances made thereunder.

  • Capital Markets Indebtedness means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Indebtedness” does not include any Indebtedness under the Credit Agreement, Indebtedness incurred in connection with a sale and leaseback transaction, Indebtedness incurred in the ordinary course of business of the Company, Capital Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”

  • Capital Market Indebtedness means any obligation for the payment of borrowed money which is, in the form of, or represented or evidenced by bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange or in any organised market and any guarantee or other indemnity in respect of such obligation; and

  • Bridge Financing means interim financing to cover Eligible Project Costs until DWSRF financing for the project is received from the State Water Board.

  • Bridge means a structure including supports erected over a depression or an obstruction, such as water, a highway, or a railway, for the purposes of carrying traffic or other moving loads, and having an opening measuring along the center of the roadway of more than 20 feet between undercopings of abutments or spring lines of arches, or extreme ends of openings for multiple boxes where the clear distance between openings is less than 1/2 of the smaller contiguous opening.

  • Local Marketing Agreement means, a local marketing agreement, time brokerage agreement or similar arrangement pursuant to which a Person, subject to customary licensee preemption rights and other limitations, obtains the right to exhibit programming and sell advertising time constituting 15% or more of the air time per week of a television broadcast station licensed to another Person.

  • Syndication Date means that date upon which the Administrative Agent determines in its sole discretion (and notifies the Borrower) that the primary syndication (and resultant addition of Persons as Lenders pursuant to Section 13.04(b)) has been completed.

  • GE Capital Fee Letter means that certain letter, dated as of the Closing Date, between GE Capital and Borrower with respect to certain Fees to be paid from time to time by Borrower to GE Capital.

  • Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.

  • 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.

  • Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.

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

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

  • PIPE Financing has the meaning set forth in the recitals to this Agreement.

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • Barclays Capital is a reference to Barclays Capital, the investment banking division of Barclays Bank PLC;

  • 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.

  • LLC means Limited Liability Company.

  • Xxxxx Fargo Fee Letter means the letter agreement, dated August 13, 2010, among the Borrowers, Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association.

  • Collateral Management Agreement The agreement dated as of the Closing Date, between the Issuer and the Collateral Manager relating to the management of the Collateral Obligations and the other Assets by the Collateral Manager on behalf of the Issuer, as amended from time to time in accordance with the terms thereof.

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

  • New Financing has the meaning specified in Section 2.04(a).

  • Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

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

  • Market Agent Agreement With respect to any Series, the agreement, if any, dated as of the Closing Date, between the Trustee and the Market Agent, the form of which will be attached to the related Supplement, and any similar agreement with a successor Market Agent, in each case as from time to time amended or supplemented. "Merrill Lynch & Co.": Merrill Lynch & Co., a Delaware corporation.