Transformative Event means any merger, acquisition, investment, dissolution, liquidation, consolidation or disposition that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide Holdings and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.
Transformative Event means any acquisition, other Investment, Disposition or other transaction by Holdings, the Borrower and/or its Restricted Subsidiaries that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such transaction or event or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such transaction or event, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of the combined operations of the Borrower and its Restricted Subsidiaries following such consummation, as determined by the Borrower acting in good faith.
Transformative Event means any merger, acquisition, investment, dissolution, liquidation, consolidation or disposition, in any such case by Holdings or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such transaction or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such transaction, would not provide Holdings and the Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation or expansion of their combined operations following such consummation, as reasonably determined by Holdings acting in good faith.
Examples of Transformative Event in a sentence
Notwithstanding the foregoing, the provisions of this clause (b) shall not apply to any repayment, prepayment, refinancing or replacement of the Term Loans which occurs in connection with a Change of Control transaction or any Transformative Event.
Any such bonus shall be paid by the Company concurrently with the closing of any Transformative Event and to the extent that the 2 Company and its stockholders shall be entitled to upfront payments and contingent payments upon agreed upon milestones following any such Transformative Event, then Executive shall receive 3% of the proceeds when such proceeds are actually tendered to the Company and its stockholders.
The Company will notify, without delay, the Holders of the occurrence of the Tranche 3 Event or of a Transformative Event and of the beginning of the Exercise Period pursuant to Condition 12.
The condition precedent provided in (i) above may be waived upon a decision of Holders representing 60% of the aggregate of all Warrants in case of occurrence of a Transformative Event which occurs prior to the Maturity Date (regardless of whether the Tranche 3 Event has occurred).
Any such bonus shall be paid by the Company concurrently with the closing of any Transformative Event and to the extent that the Company and its stockholders shall be entitled to upfront payments and contingent payments upon agreed upon milestones following any such Transformative Event, then Executive shall receive 3% of the proceeds when such proceeds are actually tendered to the Company and its stockholders.
More Definitions of Transformative Event
Transformative Event means any Investment by the Borrower or any Restricted Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such Investment, would not provide the Borrower and the Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.
Transformative Event means any merger, acquisition, amalgamation, investment, dissolution, liquidation, consolidation or disposition that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide Holdings and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrowers acting in good faith, it being understood that any transaction permitted by the terms of the Loan Documents, with a consideration in excess of the greater of (x) $157,500,000 and (y) 25% of the EBITDA Grower Amount shall constitute a Transformative Event.
Transformative Event means any material acquisition, material Investment or other enterprise transformative event entered into by the Borrower or any Restricted Subsidiary that (i) is not permitted by the terms of the Credit Documents immediately prior to the consummation thereof or (ii) would result in an upsizing of the Credit Facilities.
Transformative Event means any merger, acquisition, investment, dissolution, liquidation, consolidation or disposition that (a) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide Holdings and the Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrowers acting in good faith or (c) has consideration in excess the greater of $260,000,000 and 33% of the EBITDA Grower Amount.
Transformative Event means any merger, acquisition, investment, dissolution, liquidation, consolidation or disposition that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide the Dutch Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrowers acting in good faith.
Transformative Event means any merger, acquisition or similar Investment by the Borrower or any Restricted Subsidiary that (x) is not permitted by the terms of the Credit Documents immediately prior to the consummation of such merger, acquisition or similar Investment or (y) if permitted by the terms of the Credit Documents immediately prior to the consummation of such merger, acquisition or similar Investment, would not provide Parent, the Borrower and the Restricted Subsidiaries with adequate flexibility under the Credit Documents for the continuation and/or expansion of their combined operations following such merger, acquisition or similar Investment, as reasonably determined by the Borrower acting in good faith.
Transformative Event means any merger, acquisition or similar investment, that is either (a) not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide BGI and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such transaction, as reasonably determined by BGI acting in good faith.