Third Amendment Effective Date Transactions collectively, any or all of the following (whether taking place prior to, on or following the Third Amendment Effective Date): (i) the entry into the Reorganization Agreement, the Tax Receivables Agreements and the Exchange Agreement and the consummation of the transactions contemplated thereby, including those transactions described under the caption “The Reorganization Transactions” in the prospectus, dated July 22, 2021, relating to Pubco’s registration statement on Form S-1 (Registration No. 333-256382) in the form filed with the SEC pursuant to Rule 424(b) under the Securities Act (including the Pubco Merger Sub Mergers and the Pubco Mergers), (ii) the Pubco IPO, resulting in Pubco issuing certain Capital Stock of Pubco being listed on a nationally recognized stock exchange in the U.S., (iii) the entry into the First Amendment to the Term Loan Facility and Incurrence of Tranche B Term Loans (as defined in the Term Loan Credit Agreement) thereunder (including via an exchange of the Original Initial Term Loans (as defined in the Term Loan Credit Agreement) for Tranche B Term Loans) thereunder, (iv) the entry into the Third Amendment and any Incurrence of Indebtedness hereunder on the Third Amendment Effective Date, (v) the repayment of the Original Initial Term Loans held by the Non-Exchanging Term Lenders (as defined in the Term Loan Credit Agreement) or exchange by the Exchanging Term Lenders (as defined in the Term Loan Credit Agreement) of the Original Initial Term Loans through a cashless rollover pursuant to Subsection 4.4(g) of the Term Loan Credit Agreement, (vi) the repayment of the Senior Notes, the Senior Add-on Notes and the Topco PIK Notes, and (vii) all other transactions relating to any of the foregoing (including payment of fees, premiums and expenses related to any of the foregoing).
Third Amendment Effective Date Transactions means the “Amended Offers” or the “Plan” (as such terms are defined in the Offering Memorandum) (and the application of the proceeds of the 2017 Notes for purposes of the Amended Offers or the Plan, substantially concurrently with the issuance thereof), issuance of Exchange Warrants and Solus Warrants, the Proposed Amendments, Consents, Collateral Release, the New Secured Notes Offering, and the execution, delivery and performance by Borrower and the Guarantors of the Third Amendment, the 2017 Notes Documents (and the issuance of the 2017 Notes thereunder), the amendment to the ABL Credit Agreement on the Third Amendment Effective Date, the amendment to the Solus Credit Agreement on the Third Amendment Effective Date, the related transactions in connection with any of the foregoing contemplated as of the Issue Date and described in the Offering Memorandum under the headings “New Secured Notes”, “Contribution of Capital”, and “2017 Intercompany Loan”; and the payment of premiums, fees and expenses relating to any of the foregoing, in each case, as described in the Offering Memorandum. Capitalized terms used in the definition of “Third Amendment Effective Date Transactions” not otherwise defined shall have the respective meanings ascribed to such terms in the Offering Memorandum and in accordance with, and subject to the terms of, the Third Amendment.
Third Amendment Effective Date Transactions as defined in the recitals hereto.