ROFR Side Letter definition

ROFR Side Letter means that certain letter agreement dated as of the Funding Date by and between the Borrower and the Lenders from time to time party thereto with respect to the purchase of certain Equity Interests of the Borrower in connection with a sale of the Equity Interests of the Borrower.
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ROFR Side Letter means that certain letter agreement dated as of the Funding Date by and between the Borrower and the Lenders from time to time party thereto with respect to the purchase of certain Equity Interests of the Borrower in connection with a sale of the Equity Interests of the Borrower. “S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The XxXxxx-Xxxx Companies, Inc., and any successor thereto. “Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred. “Sanction(s)” means any sanction administered or enforced by the United States government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”), the Costa Rican Institute of Drugs or other relevant sanctions authority. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Second Amendment Effective Date” means June 15, 2018. “Secured Parties” means, collectively, the Administrative Agent, the Lenders and the Indemnitees. “Securities Act” means the Securities Act of 1933. “Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person. “Security Agreements” means, collectively, the U.S. Security Agreement, the U.S. IP Security Agreement, the U.S. Deposit Account Security Agreement, the Belgian Receivables Pledge Agreement, Brazilian Receivables Pledge Agreement, the Costa Rican IP Security Agreement and the Costa Rican Security Trust Agreement. “Share Purchase Agreement” means that certain Series F Share Purchase Agreement dated as of the Funding Date by and between the Borrower and the Lenders. “Solvent” or “Solvency” means, with respect to (a) any BVI...
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Examples of ROFR Side Letter in a sentence

  • Receipt by the Administrative Agent of executed counterparts of the Investment Documents, each properly executed by a Responsible Officer of the signing Loan Party and each other party to such documents, including, without limitation, the Share Purchase Agreement and the ROFR Side Letter, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

  • INFORMATION ITEM: Contract Variations STATUTORY IMPLICATIONSThere are no statutory implications resulting from the recommendations of this report.

  • Each of the Loan Parties acknowledges and reaffirms (a) that it is bound by all of the terms of the Investment Documents to which it is a party (including the ROFR Side Letter, which, for the avoidance of doubt, has an Available Amount (as defined therein) as of the Second Amendment Effective Date of $2,000,000) and (b) that it is responsible for the observance and full performance of all Obligations, including without limitation, the repayment of the Loans.

Related to ROFR Side Letter

  • Pricing Side Letter means that certain letter agreement between Buyer and Seller, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.

  • Demand side management means the management of customer

  • Private Side Lender Representatives means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.

  • Side Letter means any side letter executed by an Investor with any Borrower or the Investment Adviser with respect to such Investor’s rights and/or obligations under its Subscription Agreement and any other applicable Operative Document.

  • Trunk-Side means the Central Office Switch connection that is capable of, and has been programmed to treat the circuit as connecting to another switching entity (for example another Central Office Switch). Trunk-Side connections offer those transmission and signaling features appropriate for the connection of switching entities and cannot be used for the direct connection of ordinary telephone station sets.

  • Lot Line, Side means any lot line not a front or rear lot line.

  • Public-Side Information means information that is either (a) available to all holders of Traded Securities of the Borrower or any Subsidiary or (b) not material non-public information (for purposes of United States federal, state or other applicable securities laws).

  • Public Side Lender Representatives means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.

  • Yard, Side means a yard extending from the front yard to the rear yard of a lot between a side lot line and the nearest wall of any building or structure on the lot.

  • Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.

  • Private-Side Information means any information with respect to Holdings and its Subsidiaries that is not Public-Side Information.

  • Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • NIMS Agreement Any agreement pursuant to which the NIM Securities are issued. NIMS Insurer: One or more insurers issuing financial guaranty insurance policies in connection with the issuance of NIM Securities.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Line Side means the End Office switch connections that have been programmed to treat the circuit as a local line connected to a terminating station (e.g., an ordinary subscriber’s telephone station set, a PBX, answering machine, facsimile machine or computer). Line Side connections offer only those transmission and signal features appropriate for a connection between an End Office and such terminating station.

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Side Yard means a yard of a lot extending from the front yard to the rear yard, and from the side lot line to the nearest wall of the nearest main building or structure on the lot;

  • Hospital purchaser/provider agreement (HPPA agreement) means a negotiated agreement entered between the fund and the hospital for the cost of hospital treatment.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights in Annex 1C to the WTO Agreement;

  • Put Agreement means an agreement dated as of August 13, 2008, as amended, among the Company, OT LLC and Rio Tinto Alcan.

  • Extension Agreement means an Extension Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Company, the Administrative Agent and one or more Extending Lenders, effecting an Extension Permitted Amendment and such other amendments hereto and to the other Loan Documents as are contemplated by Section 15.1.1.

  • Exclusivity Agreement , in relation to land, means an agreement, by the owner or a lessee of the land, not to permit any person (other than the persons identified in the agreement) to construct a solar pv station on the land;”;