Backstop Agreement has the meaning set forth in the recitals to this Agreement.
Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.
Backstop Commitment has the meaning set forth in Section 2.2(b).
Backstop Parties means those parties that agree to backstop the Rights Offering pursuant to the Backstop Commitment Letter, each in its respective capacity as such.
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.
Restructuring Support Agreement has the meaning set forth in the Recitals.
Support Agreements has the meaning set forth in the Recitals.
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)).
Exit Financing means the financing under the Exit Facility.
Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Support Agreement has the meaning set forth in the Recitals.
Commitment Letters has the meaning set forth in Section 4.5.
Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.
Program Support Agreement means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more surety bonds for which the such Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by such Conduit Purchaser to any Program Support Provider of the Purchased Interest (or portions thereof) maintained by such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with such Conduit Purchaser’s securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;
Debt Financing has the meaning set forth in Section 5.7.
Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.
Alternative Financing has the meaning set forth in Section 5.14(b).
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Underwriting Agreement means the underwriting agreement, dated as of _________, 2024, among the Company and Xxxxx-Xxxxxx Capital Group LLC as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.
Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.
Series Closing Date means the date designated as such in the Series Term Sheet.
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Debt Commitment Letters shall have the meaning set forth in Section 5.7(a), as supplemented by Section 6.11, as applicable.