Qualifying Term Loan Facility definition

Qualifying Term Loan Facility means a term loan facility entered into by the Borrower, the proceeds of which will be used for Certain Funds Purposes and that is subject to conditions precedent to funding that are no less favorable to the Borrower than the conditions set forth herein to the funding of the Bridge Facility, as determined by the Borrower in its reasonable discretion.

Qualifying Term Loan Facility means a term loan facility entered into by the Borrower for the purpose of financing the Transactions that is subject to conditions precedent to funding that are no less favorable to the Borrower than the conditions set forth herein to the funding of the Facility, as determined by the Borrower in its reasonable discretion.

Qualifying Term Loan Facility means a term loan facility entered into for the purpose of financing the Acquisition where the availability of the full amount of such facility on the Closing Date is subject solely to conditions precedent to funding that are, in the reasonable determination of the Borrower, no less favorable to the Borrower than the conditions set forth in Section 4.02 to the funding of the Loans.

Examples of Qualifying Term Loan Facility in a sentence

• The 364-Day Tranche Commitments shall automatically and immediately be reduced (to the extent thereof) by the amount of (i) 100% of the Net Cash Proceeds received by the Borrower or any Subsidiary from any Debt Issuance, Equity Issuance or Asset Sale on or after the Effective Date but prior to the Term Funding Date and (ii) 100% of the commitments in respect of any Qualifying Term Loan Facility immediately upon the effectiveness of the definitive documentation in respect thereof.

• The Borrower further agrees to deliver to the Administrative Agent not less than one Business Day prior to the effectiveness of a Qualifying Term Loan Facility a certificate of an Authorized Officer setting forth the committed amount of such Qualifying Term Loan Facility, the expected effective date of such Qualifying Term Loan Facility and confirming that such Qualifying Term Loan satisfies the requirements of Section 2.08(b)(iii) above.

• The parties hereto agree that the Borrower intends to obtain a committed term loan facility constituting a Qualifying Term Loan Facility in an aggregate principal amount equal to $500,000,000 (the “Term Loan Facility”), which shall replace a portion of the Bridge Facility in a like amount.

• The Borrower shall (within three Domestic Business Days of entering into such Qualifying Term Loan Facility) notify the Administrative Agent in writing of the effectiveness of such Qualifying Term Loan Facility.

• The Borrower shall promptly notify the Administrative Agent of any reduction of commitments in respect of the Bridge Facility or the prepayment of any Bridge Loans required pursuant to this section or of having entered into a Qualifying Term Loan Facility.

More Definitions of Qualifying Term Loan Facility

Qualifying Term Loan Facility means a term loan facility entered into by the Borrower or any of its subsidiaries for the purpose of replacing all or a portion of the Capital Markets Bridge Facility that is subject to conditions precedent to effectiveness of the obligations of the lenders thereunder to make available loans under such term loan facility that are no less favorable to the Borrower than the conditions set forth herein with respect to the Capital Markets Bridge Facility, as determined by the Borrower.

Qualifying Term Loan Facility means a term loan facility, or any other “pro rata” facility, entered into by the Company or any Subsidiary for the purpose of replacing or refinancing, in whole or in part, the Commitments or Loans.

Qualifying Term Loan Facility means a term loan facility entered into by the Borrower for the purpose of financing the

Qualifying Term Loan Facility means a term loan facility, or any other “pro rata” facility, entered into by the Borrower or any Subsidiary for the purpose of replacing or refinancing, in whole or in part, the Commitments or Loans (or any Class thereof) or otherwise in connection with the Share Repurchase.

Qualifying Term Loan Facility means a term loan facility entered into for the purpose of financing any or all of the Darwin Transactions where the availability of the full amount of such facility on the Tranche B Closing Date is subject solely to conditions precedent to funding the full amount of such facility and limitations on assignments prior to the Tranche B Closing Date that are, in the reasonable determination of the Tranche B Borrower, no less favorable to the borrower of such term loans than the conditions precedent set forth in Section 4.3 to the funding of the Tranche B Loans.

Qualifying Term Loan Facility means a term loan facility entered into by a Borrower or a Subsidiary thereof, the proceeds of which are intended to be used for a Certain Funds Purpose and that is subject to conditions precedent to funding that are no less favorable to the applicable Borrower than the conditions set forth in Section 4.03, as reasonably determined by such Borrower.

Qualifying Term Loan Facility means a term loan facility (whether the borrower thereunder is the Borrower or a Subsidiary of the Borrower), the proceeds of which will be applied to pay a portion of the cash consideration payable in connection with the Target Acquisition, Transaction Costs and/or to refinance the Loans made hereunder and which is subject to conditions precedent to funding and limitations on assignments prior to the Closing Date (collectively, the “certain funds conditionality provisions”) that are no less favorable (subject to the immediately succeeding proviso) to the Borrower or the borrower under such Qualifying Term Loan Facility than the conditions precedent to the funding of the Loans and the NYDOCS03/1043960.14 25 limitations on assignments prior to the Closing Date set forth herein, as reasonably determined by the Borrower (provided that it is understood and agreed that the certain funds conditionality provisions shall be permitted to be modified to be expanded to also include the Borrower to the extent it is a parent guarantor thereunder, as well as the borrower(s) under such term loan facility, and any other guarantor (if any) thereunder).