Proposed Nominated Financing definition

Proposed Nominated Financing has the meaning set forth in Section 7.1.2.
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Examples of Proposed Nominated Financing in a sentence

  • Administrative Agent shall endeavor to notify Borrower Agent within five (5) Business Days whether Administrative Agent will agree or decline to review and diligence the Proposed Nominated Financing for potential financing under this Loan Facility.

  • Borrower Agent shall propose an Applicable Valuation Percentage for such Proposed Nominated Financing and may request that the Lenders waive certain Underlying Financing Criteria with respect to such Proposed Nominated Financing.

  • If Administrative Agent agrees to review and diligence the Proposed Nominated Financing (such review at all times subject to Section 7.2.1), Borrower Agent shall present to Administrative Agent a complete Proposal Package, including all reports, documents and information specified on Appendix 2A, B or C, as applicable, and all other documents and information requested by Administrative Agent.

  • If Administrative Agent agrees to review and diligence the Proposed Nominated Financing (such review at all times subject to Section 7.2.1), Borrower Agent shall present to Administrative Agent a complete Proposal Package, including all reports, documents and information specified on Appendix 2 and all other documents and information requested by Administrative Agent.

  • The approval by the Super-Majority Lenders of a Proposed Nominated Financing will be confirmed by a written notice from Administrative Agent to Borrower Agent, which shall be evidenced by Administrative Agent’s signature of the applicable Underlying Financing Specification.

  • If the applicable Underlying Financing is a Proposed Nominated Financing, approval thereof as an Approved Financing shall have been granted in accordance with Section 7.2.1. If the applicable Underlying Financing is an Approved Financing (Deferred Fee Investments), the terms, conditions and criteria set forth on Part V to Exhibit A of the Deferred Fee Investments UFS shall have been satisfied to the reasonable satisfaction of the Administrative Agent.

  • Any Proposed Nominated Financing approved by the Super-Majority Lenders shall not be an Excluded Investment and shall be deemed to be an Approved Financing hereunder.

  • Any Proposed Nominated Financing approved by the Super-Majority Lenders in their sole discretion shall not be an Excluded Investment and shall be deemed to be an Approved Financing hereunder.

  • The Administrative Agent and each Lender agrees to review and diligence such Proposed Nominated Financings in good faith and will use commercially reasonable efforts to notify the Borrowers within thirty (30) Business Days after receipt of a Proposal Package of their decision to approve or decline to finance such Proposed Nominated Financing.

  • In connection with such Proposed Nominated Financing, Borrower Agent shall present to Administrative Agent a complete Proposal Package, including all reports, documents and information specified on Appendix 2A or B, as applicable, and all other documents and information requested by the Lenders.

Related to Proposed Nominated Financing

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Nomination means a request by a Shipper to Carrier to transport a stated quantity of Crude Petroleum on the Pipeline for the account of such Shipper in any month.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Acquisition Inquiry means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Parent) that could reasonably be expected to lead to an Acquisition Proposal.

  • Technically Qualified Bidder means a Bidder whose Techno-Commercial Bid is responsive and meets the requirements to the satisfaction of OMC as per terms and condition of the Bid document and is qualified for opening of its Price Bid;

  • Nominated Athlete means an Athlete who has been nominated to the NZOC by Swimming New Zealand.

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Proposed Transaction is defined in Section 6.2(a).

  • Public Director means a Person that meets the qualifications described in Rule 207(e).

  • Qualifying IPO means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.