Replacing Commitment Parties definition

Replacing Commitment Parties has the meaning set forth in Section 2.3(a).
Sample 1Sample 2Sample 3
Replacing Commitment Parties means either the Senior Secured Replacing Commitment Parties or the Convertible Replacing Commitment Parties, as applicable.
Sample 1
Replacing Commitment Parties. Any Available Units purchased by a Replacing Commitment Party (and any commitment and applicable aggregate Per Unit Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the Unsubscribed Units of such Replacing Commitment Party for all purposes hereunder, (y) the Commitment Percentage of such Replacing Commitment Party for purposes of Section 2.3(e), Section 2.4(b), Section 3.1 and Section 3.2 and (z) the Backstop Commitment of such Replacing Commitment Party for purposes of the definition of “Requisite Commitment Parties”. If a Senior Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period. (c) In the event that any Available Units are available for purchase pursuant to Section 2.3(b) and the Senior Commitment Parties do not elect to purchase all such Available Units pursuant to the provisions thereof, the Company may, in its sole discretion, elect to utilize the Cover Transaction Period to consummate a Cover Transaction. As used herein, “Cover Transaction” means a circumstance in which the Company arranges for the sale of all or any portion of the Available Shares to any other Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the four (4) Business Day period specified in Section 2.3(b). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Commitments. (d) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, or if this Agreement is terminated with respect to such Commitment Party as a result of its default hereunder, it shall not be entitled to any of the Commitment Premium or expense reimbursement applicable to such Defaulting Commitment Party (including the Expense Reimbursement) or indemnification provided, or to be provided, under or in connection with this Agreement (and if (x) the Closing occurs notwithstanding such a default or termination with respect to a Commitment Party, and (y) the amount funded in the Rights Offering (including the purchase of Unsubscribed Shares hereunder) and the 4(a)(2) Backstop Co...
Sample 1

Examples of Replacing Commitment Parties in a sentence

  • Section 2.6(a) Replacing Commitment Parties ....................................................


More Definitions of Replacing Commitment Parties

Replacing Commitment Parties has the meaning set forth in Section 2.3(b). “Representatives” means, with respect to any Person, such Person’s directors, officers, members, partners, managers, employees, agents, investment bankers, attorneys, accountants, advisors and other representatives. “Required Exit Term Loan Commitment Date” means June 2, 2017. “Required Exit Term Loan Share” means the percentage of the Exit Term Loan Backstop Commitment set forth next to the name of a Joinder Commitment Party on Schedule 1 as its Required Exit Term Loan Share. “Requisite Commitment Parties” means the Senior Commitment Parties holding at least two-thirds of the aggregate Rights Offering Backstop Commitments as of the date on which the consent or approval of such members is solicited. “Reserve Report” has the meaning set forth in Section 4.27. “Restructuring” has the meaning set forth in the Restructuring Support Agreement. “Restructuring Support Agreement” has the meaning set forth in the Recitals. “Restructuring Term Sheet” has the meaning set forth in the Recitals. “Restructuring Transactions” means, collectively, the transactions contemplated by the Restructuring Support Agreement. “Rights Offering” means the 1145 Rights Offering and the Accredited Investor Rights Offering that are backstopped by the Commitment Parties for the 1145 Rights Offering Amount and the Accredited Investor Rights Offering Amount, respectively, in connection with the Restructuring Transactions substantially on the terms reflected in the Restructuring Support Agreement and this Agreement, and in accordance with the Rights Offering Procedures. “Rights Offering Amount” means the sum of the 1145 Rights Offering Amount and the Accredited Investor Rights Offering Amount. “Rights Offering Backstop Commitment” has the meaning set forth in Section 2.2(b). “Rights Offering Commencement Time” means the time and date set forth in the Rights Offering Procedures. 16
Sample 1
Replacing Commitment Parties has the meaning set forth in Section 2.3(b). “Representatives” means, with respect to any Person, such Person’s directors, officers, members, partners, managers, employees, agents, investment bankers, attorneys, accountants, advisors and other representatives. “Requisite Commitment Parties” means the Senior Commitment Parties holding at least two-thirds of the aggregate Rights Offering Backstop Commitments as of the date on which the consent or approval of such members is solicited.
Sample 1

Related to Replacing Commitment Parties

  • Financing Commitment shall have the meaning set forth in Section 6.4.

  • Debt Commitment Letter has the meaning set forth in Section 6.6.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Equity Commitment Letter has the meaning set forth in Section 5.5(a).

  • Debt Financing Sources means the Persons that have committed to provide, or otherwise entered into agreements in connection with, the Debt Financing (including the parties to any joinder agreements, credit agreements or other definitive agreements relating thereto) and their respective Affiliates and such Person’s (and their respective Affiliates’), officers, directors, employees, attorneys, advisors, agents and representatives involved in the Debt Financing and their successors and permitted assigns.

  • Financial Commitment means the legally binding undertaking of the Operator to mobilize the financial requirements of the project, for ensuring the completion of the project;

  • Initial Lenders has the meaning specified in the recital of parties to this Agreement.

  • Original Lenders shall have the meaning assigned to such term in the recitals.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).