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.
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Examples of Oyster Borrower in a sentence

  • The Oyster Term Facility will become effective pursuant to an amendment (an “Oyster Term Facility Amendment”) to this Agreement and, as appropriate, other Credit Documents, executed by the Borrower, the Oyster Borrower, each Person providing the Oyster Term Facility and the Administrative Agent (and without the consent of any other Lenders).

  • The Capital Stock of the Oyster Borrower and each Subsidiary has been duly authorized and validly issued in compliance with all applicable federal, state and other Laws and is fully paid and non-assessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation).

  • The Oyster Borrower shall use the proceeds of the Oyster Term Loans, together with certain stock consideration and cash on hand, (i) to finance the Oyster Mergers, to repay certain Indebtedness and to pay related fees, premiums and expenses and (ii) after the usage specified in the foregoing clause (i), for working capital needs and general corporate purposes of the Oyster Borrower and its subsidiaries, including for Permitted Acquisitions.

  • The Oyster Borrower will comply, and will cause its Subsidiaries to comply, with the requirements of all applicable Laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws, ERISA, FCPA, OFAC, PATRIOT Act and anti-money laundering Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, an Oyster Material Adverse Effect.

  • At any time, on one occasion, the Oyster Borrower may, by notice to the Administrative Agent, incur a new tranche of term loans under this Agreement and the other Credit Documents (the “Oyster Term Facility” and the term loans made thereunder, the “Oyster Term Loans”).

  • 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.

  • The Oyster Borrower hereby authorizes the Administrative Agent to make the Oyster Credit Documents available to Public Lenders.

  • The Oyster Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 11.3 or otherwise are being distributed by Electronic Transmission (including, through the Platform), any document or notice that the Oyster Borrower has indicated contains MNPI will not be posted on that portion of the Platform designated for such public-side Lenders.

  • The Oyster Borrower and each Subsidiary thereof owns or has a valid right to use all Oyster Intellectual Property that is used in the operation of their respective businesses as currently conducted, except where the failure of the foregoing could not reasonably be expected to have an Oyster Material Adverse Effect.

  • 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”).

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.

  • Existing Borrower s Re-Fix Rate" means at any date the fixed rate then being offered to those of the Seller's existing Borrowers who at that date are seeking to fix the rate of interest payable under their existing Fixed Rate Mortgage Loan with the Seller for the applicable period;

  • Original Borrower means, as the context requires, any of them;

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

  • Co-Borrowers has the meaning specified in the introductory paragraph to this Agreement.

  • Subsidiary Borrower mean each Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, so long as such Subsidiary shall remain a Subsidiary Borrower hereunder. As of the date hereof, there are no Subsidiary Borrowers party hereto.

  • The Borrower has advised the Banks that the Borrower is currently working on a revised business plan which will include, among other things, a request to restructure 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 concerning the proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not 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, an April 14, 2000, letter agreement, a May 5, 2000, letter agreement, a May 19, 2000, letter agreement, a June 1, 2000, letter agreement, a June 9, 2000, letter agreement, a June 16, 2000, letter agreement, a June 29, 2000, letter agreement, a July 21, 2000, letter agreement, an August 11, 2000, letter agreement, and a September 8, 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, as of March 31, 2000, as of June 30, 2000, and as of September 30, 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 October 13, 2000 (the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from September 29, 2000, to the Waiver Termination Date, and (iii) amend the due date for the payment of principal, interest and unused commitment fees otherwise due on or before September 30, 2000, with respect to the Revolving Credit and the Term Loans (including such payments described in Sections 2.1 and 2.2 of the Seventh Amendment) 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 September 29, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, as of March 31, 2000, as of June 30, 2000, and as of September 30, 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 amend the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before September 30, 2000, with respect to the Revolving Credit and the Term Loans (including such payments described in Sections 2.1 and 2.2 of the Seventh Amendment) to the Waiver Termination Date, provided that:

  • Subsidiary Borrowers means, collectively (i) each Domestic Subsidiary of the Company that is a party to this Agreement as a “Borrower” on the Effective Date and (ii) each Domestic Subsidiary of the Company that becomes a party to this Agreement as a “Borrower” following the Effective Date pursuant to Section 5.14, in each case, until such time as such Domestic Subsidiary is released from its obligations under the Loan Documents in accordance with this Agreement.

  • 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 Borrower and each other Credit Party that (i) is organized under the laws of Canada or any province or territory thereof, (ii) carries on business in Canada, or (iii) has any title or interest in or to material property in Canada.

  • 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 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 has the meaning specified in the introductory paragraph hereto.

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

  • Domestic Borrower means the Company and each Designated Borrower that is a Domestic Subsidiary.

  • Borrowing Subsidiary means, at any time, any Subsidiary of the Company designated as a Borrowing Subsidiary by the Company pursuant to Section 2.19 that has not ceased to be a Borrowing Subsidiary pursuant to such Section or Article 7.

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