Midco Transactions definition

Midco Transactions means (A) Midco executing and delivering to the Administrative Agent (i) a joinder to this Agreement in a form reasonably approved by the Administrative Agent and becoming a party hereto, (ii) a supplement to the Security Agreement and becoming a “Grantor” thereunder and (iii) any new applicable Collateral Documents or supplements to any existing applicable Collateral Documents; (B) (i) pursuant to the actions described in clause (A)(iii), Midco granting Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, in all of its Collateral to secure the Obligations and (ii) Midco authorizing and delivering to the Administrative Agent in proper form for filing such UCC financing statements, intellectual property security agreements or similar agreements required by the Administrative Agent to perfect the Liens in the Collateral in favor of the Collateral Agent; (C) at least three (3) Business Days prior to Midco becoming a party to this Agreement pursuant to the joinder agreements described above, Midco delivering to the Administrative Agent all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested at least ten (10) Business Days prior to the date of the execution and delivery of such joinder agreement; (D) without limiting the foregoing, Midco delivering documents of the type described in Section 4.01(d) and (E) Midco causing to be executed and delivered to the Administrative Agent a customary written opinion of Ropes & Gray LLP, in its capacity as special counsel for Midco, dated the Performance Chemicals Closing Date and addressed to the Administrative Agent and Lenders.
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Midco Transactions means (A) Midco executing and delivering to the Administrative Agent (i) a joinder to this Agreement in a form reasonably approved by the Administrative Agent and becoming a party hereto, (ii) a supplement to the Security Agreement and becoming a “Grantor” thereunder and (iii) any new applicable Collateral Documents or supplements to any existing applicable Collateral Documents; (B) (i) pursuant to the actions described in clause (A)(iii), Midco granting Liens in favor of the Collateral Agent, for the benefit of the Secured Parties, in all of its Collateral to secure the Obligations and (ii) Midco authorizing and delivering to the Administrative Agent in proper form for filing such UCC financing statements, intellectual property security agreements or similar agreements required by the
Sample 1
Midco Transactions means (A) Midco executing and delivering to the Administrative Agent (i) a joinder to this Agreement in a form reasonably approved by the Administrative Agent and becoming a party hereto, (ii) a supplement to the Security Agreement and becoming a “Grantor” thereunder and
Sample 1

Examples of Midco Transactions in a sentence

  • As of the Performance Chemicals Sale Closing Date and upon consummation of the Midco Transactions, CPQ shall be released and discharged from the Loan Documents.

  • Without limiting the foregoing, upon consummation of the Midco Transactions, Midco hereby agrees that it assumes all of the obligations of CPQ under the Loan Guarantee and does hereby grant of the Administrative Agent for the benefit of the Secured Parties a security interest in all of its Collateral (as defined in the Security Agreement), including, without limitation, its equity interest in Ecovyst, to secure the payment and performance of the Obligations.

Related to Midco Transactions

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Excluded Transactions means:

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Company Transaction means the consummation of

  • Public-finance transaction means a secured transaction in connection with which:

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.