Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.
Initial Term Loan shall have the meaning provided in Section 2.1(a).
Exit Facility Term Sheet means the Exit Facility Term Sheet attached as Exhibit 2 to Exhibit B of the Restructuring Support Agreement.
Collateral Term Sheet and "Structural term sheet" shall have the respective meanings assigned to them in the February 13, 1995 letter (the "PSA Letter") of Cleary, Gottlieb, Steex & Xamixxxx xx behalf of the Public Securities Association (which letter, and the SEC staff's response thereto, were publicly available February 17, 1995). The term "Collateral term sheet" as used herein includes any subsequent Collateral term sheet that reflects a substantive change in the information presented. The term "Computational Materials" has the meaning assigned to it in the May 17, 1994 letter (the "Kiddxx xxxter" and together with the PSA Letter, the "No-Action Letters") of Browx & Xood xx behalf of Kiddxx, Xxabody & Co., Inc. (which letter, and the SEC staff's response thereto, were publicly available May 20, 1994).
Initial Term Loan Facility means the Initial Term Loan Commitments and the provisions herein related to the Initial Term Loans.
Additional Term Loan has the meaning specified in Section 2.01(c).
Initial Term Loan Lender means a Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.
Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).
Final Term Sheet means the term sheet prepared pursuant to Section 4(a) of this Agreement and substantially in the form attached in Schedule III hereto;
Extended Term Loan shall have the meaning assigned to such term in Section 2.21(e).
Initial Term Lender means any Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan.
Additional Term Loan Commitment means any term commitment added pursuant to Sections 2.22, 2.23 and/or 9.02(c)(i).
Initial Term Loan Commitment means the commitment of a Lender to make or otherwise fund an Initial Term Loan and “Initial Term Loan Commitments” means such commitments of all of the Lenders in the aggregate. The amount of each Lender’s Initial Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $200,000,000.
Term SOFR Loan means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
Term SOFR Advance means an Advance that bears interest at a rate based on clause (a) of the definition of Term SOFR.
Term SOFR means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
Initial Term Facility means the Initial Term Loan Commitments and the Initial Term Loans made hereunder.
Initial Term Commitment means, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name in Schedule 1.01A under the caption “Initial Term Commitment.” The initial aggregate principal amount of the Initial Term Commitments as of the Closing Date was $2,670,000,000.
Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.
Initial Term Loans means the term loans made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.01(a).
Initial Term Loan Repayment Date shall have the meaning provided in Section 2.5(b).
Existing Term Loan Facility has the meaning specified in Section 2.17(a).
Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:
Additional Term Lender means any Lender with an Additional Term Loan Commitment or an outstanding Additional Term Loan.
Existing Term Loan has the meaning specified in Section 2.01(b).
Refinancing Term Loan has the meaning specified in Section 2.15(b).