XxxX MidCo Closing Utilisation Amount definition

XxxX MidCo Closing Utilisation Amount means £1,976,377,450; “XxxX MidCo Debt Commitment Letter” means the commitment letter in the Agreed Form in respect of the XxxX MidCo Financing Documents dated or about the date of this Agreement between, amongst others, the Investor, the Seller and the lenders named therein; “XxxX MidCo Financing Documents” means the Agreed Form ISFA, the Agreed Form Initial DSR LFA, the Agreed Form Hedging Letter, the Agreed Form Security Agreement, the Agreed Form Arrangement Fee Letter, the Agree Form Fee and Margin Letter, the Agreed Form CTA, the Agreed Form MDA, the Agreed Form STID and the Agreed Form ABA (each such term as defined in the XxxX MidCo Debt Commitment Letter), in each case, in the Agreed Form and appended to the XxxX MidCo Debt Commitment Letter; “XxxX OpCo Debt Commitment Letter” means the commitment letter in the Agreed Form in respect of the XxxX OpCo Facilities Agreement dated or about the date of this Agreement between, amongst others, the Investor, the Seller and the lenders named therein; “XxxX OpCo Facilities Agreement” means the term and revolving credit facilities agreement to be entered into by NGG as borrower in the Agreed Form and appended to the XxxX OpCo Debt Commitment Letter; “XxxX OpCo Netting Agreement” means the netting agreement to be entered into by, amongst others, NGG and XxxX MidCo and certain of the lenders under the XxxX MidCo Financing Documents and the XxxX OpCo Facilities Agreement in the Agreed Form; “XxxX PledgeCo” means the new company to be incorporated in accordance with Part B of Schedule 2 as a private limited company in England and Wales for the purposes of providing share security to creditors of XxxX MidCo; “XxxX PledgeCo Note” means the loan note in the Agreed Form in the amount of the XxxX TopCo Note Amount to be issued by XxxX MidCo to XxxX PledgeCo on Closing; “XxxX TopCo” means the new holding company to be incorporated in accordance with Part B of Schedule 2 as a private limited company in England and Wales; “XxxX TopCo Articles” means the proposed articles of incorporation for XxxX TopCo in the Agreed Form; “XxxX TopCo Note” means the loan note in the Agreed Form in the amount of the XxxX TopCo Note Amount to be issued by XxxX PledgeCo to XxxX TopCo on Closing; “XxxX TopCo Note Amount” means the sum of: (i) £A; plus (ii) £B; plus (iii) £X; plus (iv) £Y;
Sample 1

Related to XxxX MidCo Closing Utilisation Amount

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Closing Level : means the official daily Closing Level of the Index as published by the Index Sponsor in relation to each Scheduled Trading Day during the Investment Term.

  • Second Closing Date means the date of the Second Closing.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Closing Day means (a) the Restatement Date and (b) with respect to any Accepted Note, the Business Day specified for the closing of the purchase and sale of such Accepted Note in the Confirmation of Acceptance for such Accepted Note, provided that (i) if the Company and the Purchaser which is obligated to purchase such Accepted Note agree on an earlier Business Day for such closing, the “Closing Day” for such Accepted Note shall be such earlier Business Day, and (ii) if the closing of the purchase and sale of such Accepted Note is rescheduled pursuant to Section 3.2, the Closing Day for such Accepted Note, for all purposes of this Agreement except references to “original Closing Day” in Section 2.7(b), shall mean the Rescheduled Closing Day with respect to such Accepted Note.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Financial Closing Date means the date of signing of the initial agreements for any Financing of the Facility.

  • Closing Date Term Loan Commitment means the commitment of each Lender to make Term Loans on the Closing Date hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Closing Date Term Loan Commitment” opposite its name in Schedule 2.01 hereto. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $1,150,000,000.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Additional Closing Date has the meaning set forth in Section 3.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.