Sale of the Borrower definition

Sale of the Borrower means (i) a merger or consolidation of the Borrower or any of its Subsidiaries with or into another corporation (with respect to which less than a majority of the outstanding voting power or equity securities of the surviving or consolidated corporation immediately following such event is held by persons or entities who were stockholders of the Borrower immediately prior to such event); (ii) the sale, license, disposition or other transfer of all or substantially all of the properties and assets of the Borrower or any of its Subsidiaries; (iii) any acquisition by any person (or group of affiliated or associated persons) of beneficial ownership of a majority of the equity of the Borrower or of any Subsidiary (whether or not newly-issued shares) in a single transaction or a series of related transactions; or (iv) any other similar change of control of fifty percent (50%) or more of the outstanding voting power of the Borrower or any Subsidiary.
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Sale of the Borrower means (i) the consolidation or merger of the Borrower or any Successor Entity into any Person not under the Control of John P. Hay, Jr. and/or one or more Permitted Family Transferees, (ii) xxx xxxxxxxxx sale or transfer of all or substantially all of the assets of Borrower or any Successor Entity in one or more related transactions to, any Person, other than John P. Hay, Jr. and/or one or more Permitted Family Transferees or (xxx) xxx xxxxxxxry change in Control of the Borrower or any Successor Entity.
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Sale of the Borrower means (x) the sale of all or substantially all of the Borrower’s assets; (y) the sale or transfer of the outstanding shares of capital stock of the Borrower; or (z) the merger or consolidation of the Borrower with another person or entity, in each case in clauses (y) and (z) above under circumstances in which the holders of the voting power of outstanding capital stock of the Borrower, immediately prior to such transaction, own less than 50% in voting power of the outstanding capital stock of the Borrower or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Borrower (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Borrower shall be deemed a Sale of the Borrower.
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Examples of Sale of the Borrower in a sentence

  • If, prior to a Subsequent Financing, the Borrower commits to a Sale of the Borrower (as defined below), then the outstanding principal under this Note shall automatically and without any action of the Holder be paid at 110% of the then outstanding principal.

  • If, prior to repayment, the Borrower commits to a Sale of the Borrower (as defined below), then the outstanding principal under this Convertible Promissory Note (the “Note”) shall automatically and without any action of the Holder be paid at 110% of the then outstanding principal.

  • The Borrower shall give notice of a Qualified IPO, Non-Qualified IPO or Sale of the Borrower (as defined below) (each, a “Triggering Event”) to the Lender as soon as is reasonably practicable prior to the closing of such Triggering Event, but in any case at least (10) business days prior to the closing of any such Triggering Event.

  • In any definitive agreement entered into for the Sale of the Borrower, the Borrower will condition the Sale of the Borrower on the assignment to the purchaser, and purchaser’s assumption, of all agreements between the Borrower and the Lender (including, without limitation, the Agreement to Agree to Development Agreement (the “Agreement to Agree”) and any Commercial Agreements (as defined in the Agreement to Agree)) in effect as of the date of the closing of the Sale of the Borrower.

  • A sale (or multiple related sales) of one or more subsidiaries of the Borrower (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Borrower shall be deemed a Sale of the Borrower.

  • With regard to the activities of the Borrower and its financial consultants and investment bankers with respect to the efforts to complete a Sale of the Borrower, the Borrower shall at all times cooperate fully, and authorize and instruct the Independent Public Accountant and the Borrower's financial consultants and investment bankers to cooperate fully, with the Lenders, the Agents and each financial or other consultant engaged by or on behalf of the Agents or the Lenders.

  • The definition of the term "Net Cash Proceeds" is hereby amended as follows: (i) by inserting, immediately after the phrase "in connection with" appearing in the first line of such definition, the phrase "any Sale of the Borrower or of any of its Subsidiaries or in connection with"; and (ii) deleting the phrase "such Asset Sale or Recovery Event" wherever it appears in such definition, and inserting in place thereof the phrase "such Sale, Asset Sale or Recovery Event".

  • Notwithstanding references in this Agreement (or in discussions and negotiations pertaining thereto) to the possible Sale of the Borrower or its Subsidiaries, the Borrower shall at all times remain bound by the terms of the negative covenants contained in Section 8.2, Section 8.5, Section 8.6, Section 8.7, Section 8.11 and other provisions of the Credit Agreement and the other Loan Documents which directly or indirectly prohibit such Sales or other corporate transactions.

  • The Company covenants and agrees to provide the Holder hereof with at least 20 days prior written notice of (a) the consummation of a consolidation or merger or a sale of all or substantially all of the Company’s assets or other transaction in which constitutes a Sale of the Borrower (as defined that certain Subordinated Note Purchase Agreement of even date herewith), or (b) declare or pay any distribution upon the Company’s Common Stock (except for a distribution payable solely in shares of common stock).

  • In connection with any Sale of the Borrower to a Successor Entity, the Successor Entity shall execute and deliver to the Lender, in such form as the Lender may reasonably request, an acknowledgment by the Successor Entity of its assumption of the obligations of the Borrower hereunder.


More Definitions of Sale of the Borrower

Sale of the Borrower is any of the following: (a) a sale or other disposition by Borrower of all or substantially all of its assets; (b) a merger or consolidation of Borrower into or with another person or entity, where the holders of Borrower’s outstanding voting equity securities as of immediately prior to such merger or consolidation hold less than a majority of the issued and outstanding voting equity securities of the successor or surviving person or entity as of immediately following the consummation of such merger or consolidation; or (c) any sale, in a single transaction or series of related transactions, by the holders of Borrower’s outstanding voting equity securities, to one or more buyers, of such securities, where such holders do not, as of immediately following the consummation of such transaction(s), continue to hold at least a majority of Borrower’s issued and outstanding voting equity securities.
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Sale of the Borrower means any event or series of events or transaction or series of transactions whereby (a) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in elections of directors of the Borrower ("Voting Stock"), (b) the Borrower consolidates with or merges into any other corporation, or any other corporation merges into the Borrower, and, in the case of any such transaction, the outstanding Common Stock of the Borrower is reclassified into or exchanged for any other property or security, unless the stockholders of the Borrower immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such transaction, or (c) the Borrower conveys, transfers or leases all or substantially all of the assets of the Borrower, unless such conveyance, transfer or lease is to a corporation and the stockholders of the Borrower immediately before such conveyance, transfer or lease own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the corporation to which such assets are so conveyed, transferred or leased.
Sample 1
Sale of the Borrower means (x) any consolidation or merger of the Borrower with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Borrower immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (y) any transaction or series of related transactions to which the Borrower is a party in which in excess of 50% of the Borrower’s voting power is transferred; provided, however, that a Sale of the Borrower shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Borrower or any successor or indebtedness of the Borrower is cancelled or converted or a combination thereof; or (z) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Borrower.
Sample 1

Related to Sale of the Borrower

  • Parent Borrower as defined in the preamble hereto.

  • 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:

  • Borrower as defined in the preamble hereto.

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

  • Borrowing Date any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • 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.

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

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

  • means Borrower s forecasted consolidated and consolidating:

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

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

  • Mortgage Loan Borrower Related Party shall have the meaning assigned to such term in Section 13.

  • 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;

  • 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.

  • Borrower Related Party As defined in Section 3.33 of this Agreement.

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • Borrower Affiliate shall have the meaning set forth in the Lead Securitization Servicing Agreement; provided that in the event that any Non-Lead Note is securitized in a Securitization, the term “Borrower Affiliate” as used in the definitions of “Non-Lead Note Holder” and “Non-Lead Note Holder Representative” shall refer to a “Borrower Affiliate” as defined in the related Non-Lead Securitization Servicing Agreement or such other analogous term used in the related Non-Lead Securitization Servicing Agreement.

  • 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”.

  • 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.

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

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

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

  • Material Permitted Acquisition means a Permitted Acquisition involving consideration of $300.0 million or greater.

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

  • Loan Parties means, collectively, the Borrower and each Guarantor.