Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.
Equityholders has the meaning set forth in the Preamble.
Required Consent has the meaning set forth in Section 4.4.
Equityholder has the meaning set forth in the Preamble.
After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.
Required Consents shall have the meaning set forth in Section 4.5.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).
Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.
Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.
Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.
Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Closing Consideration shall have the meaning set forth in Section 2.1(b).