Oyster Borrower definition

Oyster Borrower means (a) from the Second Amendment Effective Date until the consummation of the First Oyster Merger, Oyster Merger Sub I, (b) from the consummation of the First Oyster Merger until the consummation of the Second Oyster Merger, Oyster Target, and (c) from and after the consummation of the Second Oyster Merger until the consummation of the Oyster Debt Assumption, Oyster Merger Sub II; it being understood and agreed that from and after the consummation of the Oyster Debt Assumption, all of the obligations of the Oyster Borrower under the Oyster Credit Documents shall become obligations of the Borrower.
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Oyster Borrower means (x) prior to the consummation of the First Oyster Merger, Oyster Merger Sub I, (y) from and after the consummation of the First Oyster Merger but prior to the consummation of the Second Oyster Merger, the Oyster Target and (z) from and after the consummation of the Second Oyster Merger, Oyster Merger Sub II.
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Oyster Borrower means (xa) prior tofrom the Second Amendment Effective Date until the consummation of the First Oyster Merger, Oyster Merger Sub I, (yb) from the consummation of the First Oyster Merger until the consummation of the Second Oyster Merger, Oyster Target, and (c) from and after the consummation of the FirstSecond Oyster Merger but prior tountil the consummation of the SecondOyster Debt Assumption, Oyster Merger, the Oyster Target and (z) Sub II; it being understood and agreed that from and after the consummation of the Second Oyster Merger, Oyster Merger Sub IIOyster Debt Assumption, all of the obligations of the Oyster Borrower under the Oyster Credit Documents shall become obligations of the Borrower.
Sample 1

Examples of Oyster Borrower in a sentence

  • To the knowledge of any Executive Officer of the Oyster Borrower, the operation of their respective businesses by the Oyster Borrower and each Subsidiary thereof does not infringe upon, misappropriate, violate or otherwise conflict with the intellectual property of any other Person, except, in each case, as could not reasonably be expected to have an Oyster Material Adverse Effect.

  • The Oyster Borrower will deliver promptly to the Administrative Agent such other information and data with respect to the Oyster Borrower or any Subsidiary as from time to time may be reasonably requested by the Administrative Agent or any Term A-1 Loan Lender (through the Administrative Agent).

  • Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower or, to the extent pertaining to a participation in Term A-1 Loans prior to the Oyster Debt Assumption, the Oyster Borrower, will maintain a register on which it records the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans and Commitments (each, a “Participant Register”).

  • None of the Oyster Borrower nor any Subsidiary thereof is an “investment Company”, “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

  • Each Oyster Credit Party will, and the Oyster Borrower will cause its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries will be made of all material dealings and transactions in relation to its business and activities.

  • Except to the extent the same could not reasonably be expected to have an Oyster Material Adverse Effect, no material claim has been asserted or is pending by any Person challenging or questioning the use of any Oyster Intellectual Property or the validity or effectiveness of any Oyster Intellectual Property owned by any of the Oyster Borrower or its Subsidiaries, nor does the Oyster Borrower or any Subsidiary thereof know of any valid basis for any such claim.

  • Each Lender that sells a participation agrees, at the Borrower’s (or, to the extent such participation pertains to a Term A-1 Loan prior to the Oyster Debt Assumption, the Oyster Borrower’s) request and expense, to use reasonable efforts to cooperate with the Borrower or, as applicable, the Oyster Borrower to effectuate the provisions of Sections 2.21 and 2.23 with respect to any participant.

  • Except as set forth on Oyster Schedule IV, the Oyster Borrower and each Subsidiary thereof is in compliance with all applicable Laws in respect of the conduct of its business as currently conducted and the ownership of its property, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in an Oyster Material Adverse Effect.

  • In furtherance and not in limitation of the foregoing, each Oyster Credit Party will take such actions as the Administrative Agent or the Collateral Agent may reasonably request from time to time to ensure that the Oyster Obligations are guaranteed by the Oyster Subsidiary Guarantors and are secured by the Oyster Collateral, including all of the outstanding Capital Stock of the Oyster Borrower and each Subsidiary thereof to the extent constituting Collateral.

  • Concurrently with the delivery of any document or notice required to be delivered pursuant to any of clause (c) above, the Oyster Borrower will indicate in writing whether such document or notice contains MNPI.

Related to Oyster Borrower

  • Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Borrower as defined in the preamble hereto.

  • Original Borrower shall have the meaning set forth in the recitals hereto.

  • Funding Borrower shall have the meaning set forth in Section 20.12 hereof.

  • means Borrower s forecasted consolidated and consolidating:

  • Co-Borrowers means Wholly Owned Restricted Subsidiaries organized in any Applicable Jurisdiction from time to time designated by the Borrower to the Administrative Agent as “borrowers” with respect to Borrowings in accordance with Section 11.01, and “Co-Borrower” means any one of them.

  • Subsidiary Borrower means, individually and collectively, as the context requires, each Subsidiary that is or becomes a “Borrower” in accordance with Section 2.22; in each case, unless and until it becomes a “Terminated Subsidiary Borrower”.

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, and an April 14, 2000, letter agreement, and a May 5, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 2, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from May 19, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from May 19, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date, provided that:

  • Subsidiary Borrowers as defined in the preamble hereto.

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • DIP Lender means a lender under the DIP Facility.

  • New Borrower means (a) each New Company that is a Company Borrower, and (b) each other Company (including a New Company) acting on behalf of, and for the account of, each Series thereof that is a New Fund.

  • Canadian Credit Party means the Canadian Borrower and each Canadian Subsidiary Guarantor.

  • Qualified Borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.

  • Canadian Borrower as defined in the preamble hereto.

  • Designated Borrower has the meaning specified in the introductory paragraph hereto.

  • UK Borrower means any Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from which under this Agreement or any other Loan Document are subject to withholding Taxes imposed by the laws of the United Kingdom.

  • Borrower Group has the meaning provided in Section 10(c) hereof.

  • U.S. Credit Party means the U.S. Borrower and each U.S. Subsidiary Guarantor.

  • Lender Parent means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

  • Foreign Borrower means any Borrower that is organized under the laws of a jurisdiction other than the Unites States, a state thereof or the District of Columbia.

  • Borrowers each has the meaning specified in the introductory paragraph hereto.

  • Domestic Borrower means any Borrower organized under the laws of the United States of America or any state of the United States of America.

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • U.S. Loan Party means any Loan Party that is organized under the laws of one of the states of the United States and that is not a CFC.

  • Domestic Credit Party means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.