SOFR Notice has the meaning specified therefor in Section 2.08(a) hereof.
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 and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute unreasonably small capital. “SPAC Effective Date” has the meaning specified therefor in the definition of “Applicable Premium”. “SPAC Prepayment Amount” has the meaning specified therefor in Section 5 of Amendment No. 7. “SPAC Prepayment Notice” has the meaning specified therefor in Section 2.05(b)(ii). “SPAC Restructuring” means the transactions set forth in that certain Business Combination Agreement, dated as of December 20, 2021 (the “Business Combination Agreement”), pursuant to which Mondee Holdings II, Inc., a Delaware corporation shall effectuate certain restructuring transactions with the ITHAX Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Ithax”), Ithax Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of Ithax (“Merger Sub I”), and Ithax Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ithax (“Merger Sub II”), as follows: (a) Ithax shall domesticate as a Delaware corporation, as more fully described in the Business Combination Agreement (the “Domestication”, and Ithax after the Domestication shall be hereinafter referred to as “New Mondee”), (b) Merger Sub I will merge with and into Holdings II, with Holdings II surviving such merger as a wholly owned subsidiary of New Mondee (the “First Merger”), (c) immediately following the First Merger, Holdings II shall merge with an...
Examples of SOFR Notice in a sentence
Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders.
Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent or Revolving Agent of a SOFR Notice (and with respect to Revolving Loans, the Revolving Agent) received by Agent or Revolving Agent, as applicable, before the SOFR Deadline.
Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline.
Promptly upon its receipt of each such SOFR Notice, Agent or Revolving Agent, as applicable, shall provide a notice thereof to each of the affected Lenders.
More Definitions of SOFR Notice
SOFR Notice means a written notice in the form of Exhibit L-1 to this Agreement. “SOFR Option” has the meaning specified therefor in Section 2.12(a) of this Agreement.
SOFR Notice means a Notice of Borrowing or Notice of Conversion or Continuation pursuant to which the Borrower elects the SOFR Option. "SOFR Option" has the meaning specified therefor in Section 2.11(a) of this Agreement.
SOFR Notice means (i) with respect to the continuation or conversion of any outstanding Loan as, or into, a SORF Loan, a written notice in the form of Exhibit L-2 to this Agreement, and (ii) with respect to the Borrowing of any SOFR Loan, an appropriately completed Borrowing Notice in the form of Exhibit L-1 to this Agreement.
SOFR Notice means a Notice of Borrowing or Notice of Conversion or Continuation pursuant to which the Borrower elects the SOFR Option.
SOFR Notice means a written notice in the form of Exhibit A. “SOFR Option” has the meaning specified therefor in Section 2.17(a). “Solvent” shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).
SOFR Notice means a written notice in the form of Exhibit L-1 to the Agreement. “SOFR Option” has the meaning specified therefor in Section 2.12(a) of the Agreement. “SOFR Rate Margin” has the meaning set forth in the definition of Applicable Margin. “Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, and (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such