First Amendment Equity Contribution definition

First Amendment Equity Contribution means the cash equity contribution (in the form of common equity) from the Equity Sponsor and any roll-over equity from certain investors to the Buyer (as defined in the First Amendment) in connection with the First Amendment Transactions.
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First Amendment Equity Contribution means the cash equity capital contribution in an amount equal to $5,000,000 made to Borrower directly or indirectly by the holders of Equity Interests in Borrower on March 15, 2016, the proceeds of which shall be applied upon Borrower’s receipt to prepay the Obligations in the order provided pursuant to terms of Section 2.09; provided that concurrently with such receipt, the Borrower may use up to $1,000,000 of such proceeds to make a one-time prepayment of (without a corresponding permanent reduction to) the Revolving Loans pursuant to Section 2.09(c) of the Revolving Credit Agreement; provided further that, (a) the First Amendment Equity Contribution and the use of proceeds therefrom shall be disregarded for all other purposes under this Agreement and the other Loan Documents (including, to the extent applicable, calculating EBITDA for purposes of determining basket levels and other items governing by reference to EBITDA or that include EBITDA in the determination thereof in any respect (including for purposes of calculating the covenants for purposes of meeting the “Payment Conditions”)) and (b) the reduction in Total Debt (including the prepayment of Revolving Loans, with the amount so prepaid being deemed outstanding for purposes of this clause) resulting from such application of the cash equity capital contribution shall not be taken into account for purposes of measuring compliance with the financial covenants in Section 6.12 during any period that includes an addition to EBITDA resulting from a First Amendment Equity Contribution. Lenders hereby grant a one-time waiver of the right to require payment of the Prepayment Premium on the portion of the First Amendment Equity Contribution required to be applied to the prepayment of the Obligations hereunder.
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First Amendment Equity Contribution means the common equity contribution (for no consideration from the Borrower other than additional common Equity Interests in the Borrower) made by the Parent to the Borrower of $35.0 million in cash and 9,120,378 shares of Orbitz pursuant to the First Amendment; provided that any such shares of Orbitz may be replaced with cash at a price per share equal to the greater of (a) $3.00 and (b) the volume weighted average trading price for the previous 30 trading days prior to the date on which the First Amendment Equity Contribution is made.
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Related to First Amendment Equity Contribution

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.

  • 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.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in substantially the form of Exhibit P (appropriately completed, and with such modifications as may be reasonably satisfactory to the Administrative Agent) executed and delivered in accordance with Section 2.15.

  • First Amendment Date means February 21, 2019.

  • Second Amendment Date the date of effectiveness of the Second Amendment, dated July 15, 2016, by and among the Borrower, the other Loan Parties thereto, Holdings, the Lenders party thereto and the Administrative Agent.

  • Third Amendment Date means June 23, 2020.

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Agent and the Borrower, among the Borrower, the Agent and one or more Incremental Lenders, establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.18.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • 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).

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Fourth Amendment Date means April 30, 2021.

  • Incremental Facility Amendment has the meaning assigned to such term in Section 2.20(f).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Equity Commitment Letter has the meaning set forth in Section 3.4(a).

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).