Debt Financing Sources Related Parties means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers, directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing.
Debt Financing Sources Related Parties means the Debt Financing Sources, together with their respective Affiliates, and their respective Affiliates’ former, future or current direct or indirect equity holders, controlling persons, general or limited partners, members, stockholders, officers, directors, managers, employees, agents, advisors, and representatives and their respective successors and assigns.
Debt Financing Sources Related Parties means (a) any former, current or future Affiliate of any Debt Financing Source, and (b) the former, current and future partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, shareholder, members, successors and assigns of any Debt Financing Source or any Person described in clause (a) of this definition.
Examples of Debt Financing Sources Related Parties in a sentence
For the avoidance of doubt, this Section 9.14 does not limit or affect any rights or remedies that Parent may have against the Debt Financing Sources Related Parties pursuant to the terms and conditions of the Debt Commitment Letter.
In addition, the Company may, without Parent’s or Merger Sub’s consent, communicate to its investors, employees, customers, suppliers, consultants, Financing Sources (and Representatives of Financing Sources) and Debt Financing Sources Related Parties; provided that such communication is consistent with prior communications of the Company or any plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan.
This Agreement may be amended, or any provision of this Agreement may be waived upon the approval, in writing, executed by the Parties; provided that the provisions set forth in this Section 8.3, Section 8.10, or Section 8.17 (and any related definitions that affect such Sections) may not be amended, supplemented, waived, or otherwise modified in a manner adverse to the Debt Financing Sources Related Parties, in each case, without the prior written consent of each Debt Financing Source.
For the avoidance of doubt, the Company Related Parties shall not be entitled to any decree or order of specific performance or mandamus or injunction against the Debt Financing Sources Related Parties with respect to the Financing.
Notwithstanding the foregoing, no amendments or waivers to the provisions of which the Debt Financing Sources Related Parties are expressly made third party beneficiaries pursuant to Section 9.03 shall be permitted in any manner adverse in any material respect to any Debt Financing Sources Related Party without the prior written consent of such Debt Financing Sources Related Party.
More Definitions of Debt Financing Sources Related Parties
Debt Financing Sources Related Parties means the Debt Financing Sources and the commitment parties that are parties to any Debt Commitment Letter in respect of any Alternative Financing and together with their respective Affiliates and their respective Affiliates’ officers, directors, employees, controlling persons, agents and representatives.
Debt Financing Sources Related Parties means the Debt Financing Sources, their respective Affiliates and the respective partners, managers, members, trustees and Representatives of any of such Debt Financing Sources or any such Affiliates.
Debt Financing Sources Related Parties means the Debt Financing Sources, together with their respective Related Parties;
Debt Financing Sources Related Parties means the Debt Financing Sources together with their respective Affiliates and their and their respective Affiliates’ respective Representatives and their respective successors and permitted assigns. For the avoidance of doubt, no party to this Agreement shall be considered a Debt Financing Sources Related Party. “Electronic Data Room” means the electronic data room established by or on behalf of the Company in connection with the transactions contemplated hereby. “Encumbrance” means any lien, encumbrance, security interest, pledge, mortgage, hypothecation, charge, deed of trust, option, easement or right of way, restriction on transfer of title or other similar encumbrance, except for any restrictions arising under any applicable securities Laws. “Environmental Laws” means any and all applicable Laws of any Governmental Entity relating to pollution, public or worker health or safety (to the extent relating to exposure to Hazardous Materials), or protection of the environment (including with respect to Hazardous Materials) that are promulgated and in effect on or prior to the Closing Date. “ERISA” means the Employee Retirement Income Security Act of 1974. “ERISA Client” means each Client that is (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code, (c) an employee benefit plan, plan, account or arrangement that is subject to any applicable Similar ERISA Law, or (d) any entity whose underlying assets are considered to include “plan assets” (as defined by the regulations of the Department of Labor, as amended by Section 3(42) of ERISA), or its equivalent under applicable Similar ERISA Law, of any such employee benefit plan, plan, account or arrangement. “Estimated Merger Consideration” means (a) the Base Merger Consideration, minus (b) the amount of Estimated Indebtedness, minus (c) the amount of the Estimated Company Transaction Expenses, plus (d) the amount of Estimated Cash, minus (e) the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Working Capital Amount, plus (f) the amount, if any, by which the Estimated Working Capital Amount exceeds the Target Working Capital Amount. “Exchange Act” means the Securities Exchange Act of 1934. “Fiduciary Cash Amount” means (a) the aggregate amount of the fiduciary assets of the Company and its Subsidiaries of the type included ...
Debt Financing Sources Related Parties has the meaning set forth in Section 9.2(c).
Debt Financing Sources Related Parties means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers, directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. “Dissenting Shares” has the meaning set forth in Section 1.9(a). “Effective Time” has the meaning set forth in Section 1.2. “Eligible Shares” has the meaning set forth in Section 1.6(c). “Enforcement Expenses” has the meaning set forth in Section 7.3(e). “Environmental Law” means any Law, regulation, order, decree, permit or requirement of any Governmental Entity relating to: (a) the protection, investigation, clean up, remediation or restoration of the environment, human or occupational health or safety, or natural resources; (b) pollution control; or (c) Hazardous Substances, including the handling, use, generation, transportation, storage, distribution in commerce, release and/or disposal of Hazardous Substances; or (d) noise, odor or wetlands protection. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any entity or trade of business, whether or not incorporated, which is a member of (a) a controlled group of corporations (as defined in Section 414(b) of the Code), (b) a group of trades or businesses under common control (as defined in Section 414(c) of the Code) or (c) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Company or any of its Subsidiaries. “Event Notice Period” has the meaning set forth in Section 5.1(d)(i)(a). “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exchange Ratio” has the meaning set forth in Section 1.6(c).
Debt Financing Sources Related Parties means the Debt Financing Sources, their affiliates and their and their affiliates’ respective former, current and future directors, officers, managers, members, stockholders, partners, employees, advisors, agents and representatives. “Disclosure Letter” means the disclosure letter delivered by the Sellers, Holdings and the Company to Purchaser on the date hereof prior to the execution and delivery by the parties of this Agreement. The Disclosure Letter shall be arranged in numbered and lettered sections and subsections corresponding to the numbered and lettered sections and subsections contained in the respective Articles hereof, and the disclosure in any section or subsection shall be deemed to qualify other sections and subsections of such respective Articles hereof to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other sections and subsections. “Disqualified Individual” has the meaning assigned to it in Section 8.03(e). “DPA” has the meaning assigned to it in Section 5.09. “Environment” means indoor or ambient air, surface water, groundwater, land surface, subsurface strata or sediment or any other natural resource. “Environmental Laws” means any Law (i) relating to pollution of the Environment or the protection of human health or safety (as such relates to exposure to toxic or hazardous substances or wastes) or the Environment, including any Law relating to the release of, or the management of (including the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production or disposal of) any Hazardous Substances or (ii) that regulates, imposes liability (including for enforcement, investigatory costs, cleanup, removal or responses costs, natural resource damages, contribution, injunctive relief, personal injury or property damage) or establishes standards of care with respect to any of the foregoing. “Environmental Permit” means any permit, certificate, identification number, registration, notice, approval, waiver, license or other authorization required under any applicable Environmental Law. “Equity Commitment Letter” has the meaning assigned to it in Section 5.07. “Equity Financing” has the meaning assigned to it in Section 5.07. “ERISA” has the meaning assigned to it in the definition of the term Benefit Plan. “Escrow Account” has the meaning assigned to it in Section 1.03(f). “Escrow Agent” has the meaning assigned to it in...