Fifth Amendment Transactions definition

Fifth Amendment Transactions has the meaning assigned to the term “Transactions” in the Fifth Amendment.

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Fifth Amendment Transactions means (i) the distribution of the proceeds of the Fifth Amendment Incremental Term Loans to repurchase a portion of the common Equity Interests of PubCo (with the timing and amounts of such repurchases to be determined) from one or more holders of such Equity Interests (which may include holders that are PubCo Affiliates), (ii) the payment of fees and expenses in connection with the Fifth Amendment and the foregoing and (iii) for working capital or other general corporate purposes.

Fifth Amendment Transactions means, collectively, (a) the execution and delivery of the Fifth Amendment and related documents to be entered into on the Fifth Amendment Effective Date, (b) the funding of the 2023-A Refinancing Term Loans and the refinancing in full of the Existing Term Loans (as defined in the Fifth Amendment) outstanding immediately prior to the Fifth Amendment Effective Date and (c) the payment of fees and expenses in connection therewith.

Examples of Fifth Amendment Transactions in a sentence

• The Fifth Amendment Transactions shall have been (or, substantially concurrently with the making of the Fifth Amendment Incremental Term Loans, shall be) consummated.

• After giving effect to the Fifth Amendment Transactions and the other transactions contemplated hereby, no Company shall have outstanding any Indebtedness or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii) the Supplemental Financing, (iii) Indebtedness permitted under the Existing Credit Agreement and (iv) Indebtedness owed to either Borrower or any Guarantor.

• The consummation of the Fifth Amendment Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Company is bound.

• The Lenders shall be reasonably satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Fifth Amendment Transactions, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Fifth Amendment Transactions or the other transactions contemplated hereby.

• The Fifth Amendment Transactions to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party.

• The Fifth Amendment Transactions shall be consummated simultaneously on the Fifth Amendment Effectiveness Date, in each case in all material respects in accordance with the terms hereof and the terms of the Fifth Amendment Transaction Documents, without the waiver or amendment of any such terms unless approved by the UBSS (such approval not to be unreasonably withheld).

• The aggregate amount of Non-Extending Revolving Commitments of each Non-Extending Revolving Lender as of the Fifth Amendment Effective Date, immediately after giving effect to the Fifth Amendment Transactions (as defined below), is set forth opposite such Non-Extending Revolving Lender’s name on Schedule IV hereto.

• The Lenders shall be satisfied that Parent, its Subsidiaries and the Fifth Amendment Transactions shall be in full compliance with all material Requirements of Law, including Regulations T, U and X of the Board, and shall have received reasonably satisfactory evidence of such compliance reasonably requested by them.

• Agreement exists or shall result from the consummation of the Fifth Amendment Transactions.

More Definitions of Fifth Amendment Transactions

Fifth Amendment Transactions means (i) the distribution of the proceeds of the #97889169v6

Fifth Amendment Transactions means the execution, delivery and performance by each Loan Party of the Fifth Amendment, the other Loan Documents executed in connection therewith and any related agreements, documents and certificates executed in connection therewith and the consummation of the transactions contemplated by the foregoing.

Fifth Amendment Transactions means, collectively, the transactions to occur on, prior to or immediately after the initial borrowing of Fifth Amendment Delayed Draw Loans, including (a) the execution and delivery of the Loan Documents and the initial borrowing of Fifth Amendment Delayed Draw Loans and (b) the payment of all fees and expenses owing in connection with the foregoing.

Fifth Amendment Transactions means (i) the distribution of the proceeds of

Fifth Amendment Transactions means, collectively, the transactions to occur on or prior to the Fifth Amendment Effectiveness Date pursuant to the Fifth Amendment Transaction Documents, including (a) the Second Lien Facility Refinancing; (b) the execution, delivery and performance of those Loan Documents which need to be amended or otherwise modified on the Fifth Amendment Effectiveness Date to the extent contemplated hereby and the borrowings to occur on the Fifth Amendment Effectiveness Date hereunder; and (c) the payment of all fees and expenses to be paid on or prior to the Fifth Amendment Effectiveness Date and owing in connection with the foregoing.

Fifth Amendment Transactions means, collectively, the transactions and the other agreements contemplated by this Fifth Amendment and, in each case, the payment of fees, premiums, expenses and other transaction costs incurred in connection therewith (including funding any “original issue discount” or other upfront fees, as applicable).