Sale of Borrower definition

Sale of Borrower means (i) the acquisition of the Borrower by another entity (other than the Holder or any of its members or its or their members, partners or shareholders) by means of any transaction or series of related transactions (including any acquisition of Borrower Securities or Derivative Securities, reorganization, merger or consolidation, but excluding (x) any issuance and sale by the Borrower, in one transaction or a series of related transactions, of Borrower Securities or Derivative Securities having less than a majority of the total voting power represented by the outstanding voting securities of the Borrower or (y) any issuance and sale by the Borrower of Borrower Securities or Derivative Securities for capital raising purposes, provided that in connection with either clause (x) or (y) above no proceeds are distributed to security holders of the Borrower or are used to repurchase or redeem any securities of the Borrower in connection with such transaction or within 12 months thereafter) after the consummation of which the holders of the voting securities of the Borrower outstanding immediately prior to such transaction or series of related transactions own, directly or indirectly, less than a majority of the total voting power represented by the outstanding voting securities of the Borrower or such other surviving or resulting entity (or if the Borrower or such other surviving or resulting entity is a wholly owned subsidiary immediately following such acquisition, its parent) immediately after such transaction or series of related transactions; (ii) a sale, lease or other disposition of all or more than 50% of the assets of the Borrower and its Subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly owned Subsidiary of the Borrower; or (iii) any liquidation, dissolution or winding up of the Borrower whether voluntary or involuntary.
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Sale of Borrower means (i) the sale of all or substantially all of Borrower’s assets, (ii) the sale or transfer of the outstanding capital stock of Borrower, (iii) the merger or consolidation of Borrower with another person or entity, in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of outstanding capital stock of Borrower, immediately prior to such transaction, own less than 50% in voting power of the outstanding capital stock of Borrower or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction or (iv) any other transaction or series of transactions pursuant to, or as a result of, which a single person (or group of affiliated persons) acquires (from Borrower or directly from the stockholders of Borrower) capital stock of Borrower representing a majority of Borrower’s outstanding voting power. A sale (or multiple related sales) of one or more subsidiaries of Borrower (whether by way or merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of Borrower shall be deemed a Sale of Borrower.
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Sale of Borrower means (a) a sale of all or substantially all of the assets of Borrower; or (b) any reorganization, stock sale, merger, consolidation or other transaction or series of related transactions in which, directly or indirectly, the holders of the voting securities of Borrower outstanding immediately prior to such transaction or series of related transactions retain less than a majority of the total voting power of Borrower or such other surviving or resulting entity.
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Examples of Sale of Borrower in a sentence

  • On the date of any Asset Sale of Borrower or any Subsidiary of the Borrower, the Commitment shall be automatically and permanently reduced by an amount equal to 100% of the Net Proceeds in accordance with the prepayment provisions of Section 2.05(b)(i).

  • Except as otherwise provided in this Note, the principal amount of this Note and all accrued and unpaid Interest will be due and payable in cash to the Holder on the earliest to occur of (a) the Maturity Date, (b) the acceleration of the maturity of this Note by the Holder upon the occurrence of an Event of Default (as hereinafter defined), and (c) a Sale of Borrower.

  • Upon the closing of a Sale of Borrower (as defined below), the entire unpaid principal balance and all accrued and unpaid interest on this Note at such time shall become immediately due and payable.

  • Upon the closing of a Sale of Borrower, the entire outstanding Loans and all accrued and unpaid interest at such time shall become immediately due and payable.

Related to Sale of Borrower

  • Borrower as defined in the preamble hereto.

  • Subsidiary Borrower means, individually and collectively, as the context requires, each Subsidiary that is or becomes a “Borrower” in accordance with Section 2.22; in each case, unless and until it becomes a “Terminated Subsidiary Borrower”.

  • Borrower/s means and refers to jointly and severally to the Applicants (more particularly described in the Application Form) who has/have been sanctioned/granted/disbursed the Loan by ABFL pursuant to the relevant Application Form submitted by such applicants to ABFL for availing of the Loan and depending upon the nature of the Borrower/s, shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors and administrators;

  • Domestic Subsidiary Borrower any Subsidiary Borrower which is a Domestic Subsidiary.

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, and an April 14, 2000, letter agreement, and a May 5, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 2, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from May 19, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from May 19, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date, provided that:

  • Domestic Borrower means any Borrower organized under the laws of the United States of America or any state of the United States of America.

  • Borrower Note means the “Borrower Note” as defined in the Borrower Loan Agreement.

  • Original Borrower shall have the meaning set forth in the recitals hereto.

  • Foreign Subsidiary Borrower means any Eligible Foreign Subsidiary that becomes a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased to be a Foreign Subsidiary Borrower pursuant to such Section.

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • Subsidiary Borrowers as defined in the preamble hereto.

  • Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Additional Borrower means a company which becomes an Additional Borrower in accordance with Clause 25 (Changes to the Obligors).

  • means Borrower s forecasted consolidated and consolidating:

  • Purchasing Borrower Party means Holdings or any subsidiary of Holdings.

  • Initial Borrower has the meaning specified in the preamble hereto.

  • New Borrower means (a) each New Company that is a Company Borrower, and (b) each other Company (including a New Company) acting on behalf of, and for the account of, each Series thereof that is a New Fund.

  • Applicable Borrower means, with respect to any Loan or other amount owing hereunder or any matter pertaining to such Loan or other amount, whichever of the Borrowers is the primary obligor on such Loan or other amount.

  • Eligible Borrower means owners or others having an interest in property situated within the downtown area of a participating city, community development corporations associated with a participating city, Iowa main street program organizations associated with a participating city, community-initiated development groups associated with a participating city, or other organization associated with a participating city for purposes of implementing the Iowa main street program.

  • Domestic Loan Party means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.

  • Parent Borrower as defined in the preamble hereto.

  • Qualified Borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.

  • Designated Borrower has the meaning specified in the introductory paragraph hereto.

  • Borrower Party means the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender or any Borrower Party Affiliate.

  • Initial Borrowing Date means the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.

  • Funding Borrower shall have the meaning set forth in Section 20.12 hereof.