Restatement Effective Date Transactions definition

Restatement Effective Date Transactions as defined in the recitals hereto.

Restatement Effective Date Transactions means (i) the Debt Refinancing, (ii) the Merger, (iii) the incurrence of the initial Credit Extensions hereunder, (iv) the incurrence of the incremental term loans under the Term Loan Credit Agreement on the Restatement Effective Date and (v) the payment of fees and expenses (including OID and upfront fees) in connection with the foregoing of up to $25,000,000.

Restatement Effective Date Transactions means (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the establishment of the 2024 Refinancing Revolving Facility on the Restatement Effective Date, (b) the Restatement Effective Date Refinancing and (c) the payment of the Restatement Effective Date Transaction Costs.

Examples of Restatement Effective Date Transactions in a sentence

• On the Restatement Effective Date, the proceeds of the initial Commitments (in addition to Letters of Credit issued hereunder) will, subject to the Loan Cap, be used to finance a portion of the Restatement Effective Date Transactions and for general corporate purposes.

• All the opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel to ILL, whose approval shall not be unreasonably withheld.

• No Group Member intends to treat the Loan, the Restatement Effective Date Transactions, or any other transaction contemplated hereby as being a “reportable transaction” (within the meaning of Treasury Regulation section 1.6011-4).

• The Loan Parties, on a consolidated basis, are, and after giving effect to the Restatement Effective Date Transactions and the Incurrence of all Indebtedness and obligations being Incurred in connection herewith and therewith will be, Solvent.

• The Closing Date Transactions entered into by each Loan Party and the Restatement Effective Date Transactions to be entered into by each Loan Party are within such Loan Party’s corporate and other powers and have been duly authorized (to the extent such concept is relevant and applicable) by all necessary corporate and, if required, stockholder action.

• Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Restatement Effective Date Transactions, unless the context otherwise requires.

• Except as disclosed in the financial statements referred to above or the notes thereto, after giving effect to the Closing Date Transactions or the Restatement Effective Date Transactions, as applicable, the U.S. Borrower does not have, as of the Closing Date and the Restatement Effective Date, any material contingent or other material liabilities, unusual material long-term commitments or material unrealized losses.

• There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Parent or the Borrowers, threatened in writing against or affecting the Parent, the Borrowers or any of the Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any of the Loan Documents or the Closing Date Transactions or the Restatement Effective Date Transactions.

• The consummation of the Closing Date Transactions and the Restatement Effective Date Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrowers or any Subsidiary is bound.

• The making of the Loans by Lenders to Borrower, the application of the proceeds thereof and the repayment thereof and the consummation of the Restatement Effective Date Transactions will not violate any provision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission.

More Definitions of Restatement Effective Date Transactions

Restatement Effective Date Transactions means, collectively, (a) the entering into of this Agreement on the Restatement Effective Date, (b) the entering into of the Revolving Facility hereunder, (c) the issuance of the New Senior Unsecured Notes (Issued 2011) and (d) the repayment of the Term Loans contemplated by the Existing Credit Agreement Third Amendment.

Restatement Effective Date Transactions means (a) the execution, delivery and performance of the A&R Agreement, the establishment of the 2021 Revolving Facility and the borrowings of the Term Loans, (b) the refinancing in full of the Existing Term Loans, (c) the Acquisition Transactions and (d) the payment of fees and expenses incurred in connection with the foregoing.

Restatement Effective Date Transactions means the funding of the Restatement Effective Date Term Loan, the funding of any amounts under the Revolving Loan Documents on the Restatement Effective Date, the payment of the Restatement Effective Date Dividend, the Restatement Effective Date Bonus Payments and the other transactions consummated in connection with the foregoing.

Restatement Effective Date Transactions means a dividend made by the Borrower to Holdings on the Restatement Effective Date in an aggregate amount equal to $47,179,385.43, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the repurchase of an aggregate of 44,015.64 shares of its Preferred Stock, par value $0.01 per share, on the Restatement Effective Date from the Sponsor and certain other holders pursuant to that certain Repurchase Agreement dated as of the date hereof by and among Holdings, the Sponsor and such other holders (the “Repurchase Agreement”).

Restatement Effective Date Transactions means, collectively, the transactions to occur on the Restatement Effective Date pursuant to the Restatement Effective Date Transaction Documents, including (i) the execution and delivery of this Agreement and the other Loan Documents, the creation of or reaffirmation of, as applicable, the Liens pursuant to the Security Agreement and other related documents and the Loans remaining outstanding hereunder, (ii) the execution and delivery of the Borrower Documents, (iii) the payment of all fees, costs and expenses incurred or paid by the Borrower or any of its Subsidiaries in connection with the foregoing clauses (i) and (ii), and (iv) any other transactions contemplated to occur on the Restatement Effective Date by the Stock Purchase Agreement or by the other documents described in the forgoing clauses (i) and (ii).

Restatement Effective Date Transactions means (i) the effectiveness of this Agreement and the incurrence of the initial Credit Extensions hereunder and (ii) the payment of fees and expenses in connection with the foregoing.