Skypass Acquisition Documents means the Skypass Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith.
Skypass Acquisition Documents means the Skypass Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Skypass Earnout Obligations” means, collectively, the issuance of the Deferred Rollover Shares (as defined in the Skypass Acquisition Agreement) and the Earnout Rollover Shares (as defined in the Skypass Acquisition Agreement) contemplated to be issued pursuant to Section 2.2(a)(v) and Section 2.2(a)(vi) of the Skypass Acquisition Agreement (as in effect on the Amendment No. 11 Effective Date) in an aggregate amount not to exceed 19.99% of the Parent’s Common Stock during the term of this Agreement.
Skypass Acquisition Documents means the Skypass Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Skypass Earnout Obligations” means, collectively, the issuance of the Deferred Rollover Shares (as defined in the Skypass Acquisition Agreement) and the Earnout Rollover Shares (as defined in the Skypass Acquisition Agreement) contemplated to be issued pursuant to Section 2.2(a)(v) and Section 2.2(a)(vi) of the Skypass Acquisition Agreement (as in effect on the Amendment No. 11 Effective Date) in an aggregate amount not to exceed 19.99% of the Parent’s Common Stock during the term of this Agreement. “Skypass Subsidiaries” means, collectively, (a) Skypass Travel Inc., a Texas corporation (“Skypass Travel”), (b) Skypass Travel de México S.A. de C.V., a sociedad anónima de capital variable (“Skypass Mexico”), (c) Skypass Holidays LLC, a Texas limited liability company (“Skypass Holidays”), (d) Skypass Travel Private Limited, a private limited company incorporated under the laws of India (“Skypass India”) and (e) Skypass Turismo LTDA, a company organized under the laws of Brazil (“Skypass LTDA”). “Small Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business). “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Borrowing” means, as to any borrowing, the SOFR Loans comprising such Loans. “SOFR Deadline” has the meaning specified therefor in Section 2.07(a). “SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Reference Rate”. “SOFR Notice” means a written notice substantially in the form of Exhibit D. “SOFR Option” has the meaning specified therefor in Section 2.07(a). “Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is not less than the total amount of the liabilities of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations ...
More Definitions of Skypass Acquisition Documents
Skypass Acquisition Documents means the Skypass Acquisition Agreement and all other agreements, instruments and other documents related thereto or executed in connection therewith. “Skypass Earnout Obligations” means, collectively, the issuance of the Deferred Rollover Shares (as defined in the Skypass Acquisition Agreement) and the Earnout Rollover Shares (as defined in the Skypass Acquisition Agreement) contemplated to be issued pursuant to Section 2.2(a)(v) and Section 2.2(a)(vi) of the Skypass Acquisition Agreement (as in effect on the Amendment No. 11 Effective Date) in an aggregate amount not to exceed 19.99% of the Parent’s Common Stock during the term of this Agreement. “Skypass Subsidiaries” means, collectively, (a) Skypass Travel Inc., a Texas corporation (“Skypass Travel”), (b) Skypass Travel de México S.A. de C.V., a sociedad anónima de capital variable (“Skypass Mexico”), (c) Skypass Holidays LLC, a Texas limited liability company (“Skypass Holidays”), (d) Skypass Travel Private Limited, a private limited company incorporated under the laws of India (“Skypass India”) and (e) Skypass Turismo LTDA, a company organized under the laws of Brazil (“Skypass LTDA”). “Small Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).