Definitive Financing Agreements definition

Definitive Financing Agreements has the meaning set forth in Section 5(e) below.

Definitive Financing Agreements means collectively any of the documents pursuant to which the Financing is given effect.

Definitive Financing Agreements is defined in Section 7.4.4.

Examples of Definitive Financing Agreements in a sentence

• Parent and Sub shall use commercially reasonable best efforts to satisfy on or before the Closing Date all requirements of the Definitive Financing Agreements which are conditions to closing the transactions constituting the Financing and to drawing the cash proceeds thereunder.

• Each of Parent and Sub shall use commercially reasonable best efforts to close the Financing on terms consistent with the Commitments or such other terms as shall be satisfactory to them and to execute and deliver definitive agreements with respect to the Financing (the "Definitive Financing Agreements") on or before the Closing Date.

• The Special Meeting shall be held on a date selected by the Board of Directors of the Company, which date shall be not less than 30 and not more than 55 days after the date of receipt by the Company of the Information Statement, the Definitive Financing Agreements, if any, and notices of demand referred to in the preceding sentence (the "Demand Date"), unless the Company and the Offeror agree to a later date.

• GETCO shall deliver to Knight accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution.

• The Buyer will furnish correct and complete copies of the Definitive Financing Agreements to the Company.

More Definitions of Definitive Financing Agreements

Definitive Financing Agreements has the meaning set forth in Section 3.6(b).

Definitive Financing Agreements has the meaning ascribed to it in ------------------------------- Section 9.1 (b). "De Minimis Buyer Losses" has the meaning ascribed to it in Section ----------------------- 8.2(b). "De Minimis Seller Losses" has the meaning ascribed to it in Section ------------------------ 8.3(b).

Definitive Financing Agreements means definitive agreements with respect to the Debt Financing.

Definitive Financing Agreements shall have the meaning set forth in Section 8.13.

Definitive Financing Agreements means the Second Amended and Restated Loan Agreement dated as of October 25, 2006 among Moog Inc., the Lenders party thereto, HSBC Bank USA, National Association, as Administrative Agent, Swingline Lender and Arranger, Manufacturers and Traders Trust Company, as Syndication Agent, Bank of America, as Co-Documentation Agent and JPMorgan Chase Bank, N.A., as Co-Documentation Agent, and related agreements.

Definitive Financing Agreements as used in this Agreement (including as used in any definition incorporating such terms) shall mean such documents as so amended, supplemented, modified or waived and (y) the terms “Financing”, “Debt Financing” and “Equity Financing” as used in this Agreement (including as used in any definition incorporating such terms) shall mean the financing contemplated by the Debt Commitment Letters and the Equity Commitment Letter, as applicable, as so amended, supplemented, modified or waived. Nothing contained in this Section 6.8 or elsewhere in this Agreement shall require, and in no event shall the requisite efforts of Purchaser be deemed or construed to require, Purchaser to (i) seek or obtain equity financing (other than pursuant to the express terms of the Equity Commitment Letter), or (ii) without limiting its obligation to enforce its rights under the Debt Commitment Letter as described above, initiate, prosecute or maintain any claim, action, suit, demand, grievance, arbitration or similar proceeding against any Financing Sources under the Debt Commitment Letter or Equity Commitment Letter or other Persons providing the Financing under the Commitment Letters.

Definitive Financing Agreements has the meaning set forth in Section 6.8(a). “Designated Liabilities” means (i) any Liability for any amounts in respect of the Closing Debt or Closing Transaction Expenses not included in the calculation of the Final Debt or Final Transaction Expenses, as applicable and (ii) any Liability under any management agreement, monitoring agreement, indemnification agreement or similar agreement between the Seller or any of its Affiliates (including the Company) on the one hand, and Lone Star Funds, LSF9 Cypress Parent 2 LLC or any of their respective Affiliates, on the other hand. “Disputed Items” has the meaning set forth in Section 2.3(c). “Dollars” or “$,” unless otherwise specified herein, means United States Dollars. The exchange rate for conversion of United States Dollars into Canadian Dollars hereunder shall be the applicable foreign exchange rate as published by The Wall Street Journal on the date hereof. “Effective Time” means 12:01 a.m. Pacific time on the Closing Date. “Enforceable” means, with respect to any Person under any Contract, that such Contract is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except (a) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and general principals of equity (regardless of whether such enforceability is considered in Action at law or in equity) and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Governmental Authority before which any Action therefor may be brought. “Environmental Law” means any Law regulating pollution, protection of the environment, public or worker health and safety (to the extent addressing exposure to Hazardous Substances) including (i) any manner of generating, accumulating, storing, treating, transporting or disposing of any Hazardous Substance or (ii) any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment of any Hazardous Substance, including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Substance. “Equity Commitment Letter” shall mean the commitment letter, dated as of the date hereof, to provide to ...