Maximum Tender Condition has the meaning specified in Section 2.17(b).
Maximum Tender Condition shall have the meaning assigned to such term in Section 2.23(b).
Maximum Tender Condition is defined in Section (a) of Exhibit 8.
Examples of Maximum Tender Condition in a sentence
Parent may not waive the Maximum Tender Condition or the other conditions set forth in Exhibit A (except for conditions to be satisfied by the Company) without the written consent of the Company.
Accordingly, if either the Acquisition Condition or the Maximum Tender Condition has not been satisfied, Lone Oak will extend or terminate the Offer.
Accordingly, if either the Acquisition Condition or the Maximum Tender Condition has not been satisfied, Aquasition will extend or terminate the Offer.
Accordingly, if either the Extension Condition or the Maximum Tender Condition has not been satisfied, Lone Oak will extend or terminate the Offer.
Accordingly, if either the Acquisition Condition or the Maximum Tender Condition has not been satisfied, Prime will extend or terminate the Offer.
More Definitions of Maximum Tender Condition
Maximum Tender Condition has the meaning specified in Section 2.15(b). “Merger Sub” has the meaning specified in the preamble hereto. “Minimum Extension Condition” has the meaning set forth in Section 2.18(b). “Minimum Tender Condition” has the meaning specified in Section 2.15(b) “Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Multiemployer Plan” means any employee benefit plan covered by Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “Net Cash Proceeds” means: (a) with respect to the Disposition of any asset by any Restricted Company or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of such Restricted Company) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Indebtedness that is secured by Liens ranking junior to or pari passu with the Liens securing any Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by such Restricted Company in connection with such Disposition or Casualty Event, (C) Taxes paid or reasonably estimated to be payable by such Restricted Company or any of the direct or indirect owners thereof (including, without limitation, any amounts permitted to be distributed in respect of Taxes pursuant to Section 7.06(j) and attributable to such Disposition or Casualty Event (including, in respect of any proceeds received or deemed received by any Non-U.S. Subsidiary or Subsidiary thereof in connection with a Disposition or Casualty Ev...
Maximum Tender Condition as defined in Section 2.23(b). - 22-
Maximum Tender Condition has the meaning specified in Section 2.16(b). “Merger” has the meaning specified in the introductory paragraph of this Agreement. “Merger Sub 1” has the meaning specified in the introductory paragraph to this Agreement. “Merger Sub 2” means Neon Acquisition Company LLC, a Delaware limited liability company. “Merger Sub 3” has the meaning specified in the introductory paragraph to this Agreement. “Minimum Extension Condition” has the meaning specified in Section 2.14(b). “Minimum Tender Condition” has the meaning specified in Section 2.16(b). “Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Mortgage Policies” has the meaning specified in Section 6.13(b)(iv). “Mortgaged Properties” means each Material Real Property listed on Schedule 1.01B and after each other Material Real Property, if any, that is subject to a Mortgage delivered pursuant to Section 6.11 or Section 6.13. “Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Lenders in form and substance reasonably satisfactory to the Collateral Agent. “Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of its respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions if a Loan Party would have liability thereto. - 37- Exhibit 10.1
Maximum Tender Condition has the meaning specified in Section 2.17(b). “MFN Adjustment” has the meaning specified in Section 2.14(b). “MFN Qualifying Term Loans” means any term loans that are (i) secured by the Collateral on a pari passu basis with the Initial Term Loans and (ii) pari passu in right of payment with the Initial Term Loans. “Minimum Extension Condition” has the meaning specified in Section 2.15(b). “Minimum Tender Condition” has the meaning specified in Section 2.17(b). “Minimum Tranche Amount” has the meaning specified in Section 2.15(b). “Xxxxx’x” means Xxxxx’x Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization. “Mortgage” means, collectively, the deeds of trust, trust deeds, deeds of hypothecation, security deeds, immovable hypothecs, and mortgages creating and evidencing a Lien on a Mortgaged Property made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agents and the Blackstone Representative, and any other mortgages executed and delivered pursuant to Section 4.01 and Section 6.10 and/or Section 6.12, as applicable. “Mortgage Policies” has the meaning specified in paragraph (f) of the definition of Collateral and Guarantee Requirement. “Mortgaged Property” means each Material Real Property which shall be subject to a Mortgage delivered pursuant to Section 4.01, Section 6.10 and/or Section 6.12, as applicable. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the immediately preceding six (6) years, has made or been obligated to make contributions. “Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act. “Net Available Cash” with respect to any Asset Disposition or Casualty Event (as applicable) means cash proceeds received (including any cash proceeds received from the sale or other disposition of any non-cash consideration received in any Asset Disposition, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring 63 #95598837v24
Maximum Tender Condition has the meaning specified in Section 2.17(b). “Minimum Extension Condition” has the meaning specified in Section 2.15(b). “Minimum Tender Condition” has the meaning specified in Section 2.17(b). “Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the immediately preceding six (6) years, has made or been obligated to make contributions. “Net Cash Proceeds” means: (a) with respect to a Disposition or a Casualty Event, the cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Disposition or Casualty Event received in any other non-cash form) therefrom, in each case net of (i) all legal, 60 #96352060v15 #96352060v15
Maximum Tender Condition is defined in Section 8.8(a).
Maximum Tender Condition shall have the meaning provided in Section 2.17(d). “MFN Exceptions” shall have the meaning provided in Section 2.14(c). “MFN Protection” shall have the meaning provided in Section 2.14(c). “Minimum Borrowing Amount” shall mean (a) with respect to a Borrowing of Term Loans, $5,000,000 or, in the case of Term Loans denominated in an Alternative Currency, €5,000,000, CAN$5,000,000, £5,000,000, ¥5,000,000 or A$5,000,000, as applicable (or (i) with respect to any other Alternative Currency, a like amount, or (ii) such lesser amount as may be agreed by the Administrative Agent or as may be required in order to accommodate Borrowings described under Section 2.14(b)) and (b) with respect to a Borrowing of Revolving Credit Loans, $1,000,000 (or in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, ¥1,000,000 or A$1,000,000, as applicable, or, in the case of any other Alternative Currency, a like amount, as applicable) and (c) with respect to a Borrowing of Swingline Loans, $100,000. “Minimum Tender Condition” shall have the meaning provided in Section 2.17(d). “Minority Investment” shall mean any Person (other than a Subsidiary) in which the Borrower or any Restricted Subsidiary owns Capital Stock. -65- #95203802v2296160609v3 #96160609v5