Common use of Hydra Transaction Clause in Contracts

Hydra Transaction. Any of the following shall occur: (i) any Hydra Transaction Documentation shall have been terminated; (ii) the adoption of the Combination Agreement is not put to a vote of the shareholders of the Company or ▇▇▇▇▇▇▇▇▇ International, Inc.; (iii) the shareholders of the Company or ▇▇▇▇▇▇▇▇▇ International, Inc. do not vote to adopt the Combination Agreement (provided that no Event of Default under this clause (iii) shall occur until seven days after the date of the relevant shareholder meeting convened by the Company or ▇▇▇▇▇▇▇▇▇ International, Inc., as applicable, in respect of the prospective Hydra Transaction); (iv) the board of directors of the Company change, qualify, withhold, withdraw or modify their recommendation that the shareholders of the Company, as applicable, should adopt the Combination Agreement; or (v) any lender, bookrunner, underwriter, arranger or similar entity withdraws from, or repudiates, rejects or reduces, any of its obligations under the Hydra Commitment Letters and/or the Continuing Bilateral LOC Credit Facilities (in each case, whether in accordance with the terms thereof or otherwise) which causes an aggregate net reduction in commitments under the Hydra Commitment Letters or, as applicable, availability under the Continuing Bilateral LOC Credit Facilities, after accounting for any assumption or replacement of such obligations by another lender, bookrunner, underwriter, arranger or similar entity within 10 days, of (A) $50,000,000 or greater (in aggregate) with respect to the Term B Facility and the Bridge Facilities, (B) $75,000,000 or greater (in aggregate) with respect to Revolving Facility, the LC Facility, the Term C Facility and the Continuing Bilateral LOC Credit Facilities or (C) $100,000,000 or greater (in aggregate) with respect to the Facilities (as defined in the Hydra Commitment Letters) and the Continuing Bilateral LOC Credit Facilities. An Event of Default shall be deemed “continuing” until cured or until waived in writing in accordance with Section 8.02.

Appears in 2 contracts

Sources: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)

Hydra Transaction. Any The Company shall promptly notify the Administrative Agent of any event, condition or occurrence that would reasonably be expected to result in the following shall occur: (i) failure of any condition contained in the Hydra Transaction Documentation to be satisfied (which shall have been terminated; (ii) the adoption of the Combination Agreement is not put to a vote of the shareholders of the Company include one or ▇▇▇▇▇▇▇▇▇ Internationalmore lenders, Inc.; (iii) the shareholders of the Company or ▇▇▇▇▇▇▇▇▇ Internationalbookrunners, Inc. do not vote to adopt the Combination Agreement (provided that no Event of Default under this clause (iii) shall occur until seven days after the date of the relevant shareholder meeting convened by the Company or ▇▇▇▇▇▇▇▇▇ Internationalunderwriters, Inc., as applicable, in respect of the prospective Hydra Transaction); (iv) the board of directors of the Company change, qualify, withhold, withdraw or modify their recommendation that the shareholders of the Company, as applicable, should adopt the Combination Agreement; or (v) any lender, bookrunner, underwriter, arranger arrangers or similar entity withdraws entities withdrawing from, or repudiatesrepudiating, rejects rejecting or reducesreducing, any of its their respective obligations under the Hydra Commitment Letters and/or or the Continuing Bilateral LOC Credit Facilities (in each case, whether in accordance with the terms thereof or otherwise) which causes an aggregate net reduction in commitments under the Hydra Commitment Letters or, as applicable, or availability under the Continuing Bilateral LOC Credit Facilities, after accounting for any assumption or replacement of such obligations by another lender, bookrunner, underwriter, arranger or similar entity within 10 daysentity) upon becoming aware of the same but in any event no later than one Business Day after becoming aware of such event, condition or occurrence. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Aii) $50,000,000 the Company shall notify the Administrative Agent and each Lender (by facsimile or greater electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in aggregateany event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Term B Facility Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Bridge Facilities, (B) $75,000,000 or greater (in aggregate) with respect to Revolving Facility, the LC Facility, the Term C Facility and the Continuing Bilateral LOC Credit Facilities or (C) $100,000,000 or greater (in aggregate) with respect to the Facilities (as defined in the Hydra Commitment Letters) and the Continuing Bilateral LOC Credit Facilities. An Event of Default Arrangers shall be deemed entitled to treat any Borrower Materials that are not marked continuingPUBLICuntil cured or until waived in writing in accordance with Section 8.02as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Appears in 2 contracts

Sources: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)

Hydra Transaction. Any of the following shall occur: (i) any Hydra Transaction Documentation shall have been terminated; (ii) the adoption of the Combination Agreement is not put to a vote of the shareholders of the Company or ▇▇▇▇▇▇▇▇▇ International, Inc.; (iii) the shareholders of the Company or ▇▇▇▇▇▇▇▇▇ International, Inc. do not vote to adopt the Combination Agreement (provided that no Event of Default under this clause (iii) shall occur until seven days after the date of the relevant shareholder meeting convened by the Company or ▇▇▇▇▇▇▇▇▇ International, Inc., as applicable, in respect of the prospective Hydra Transaction); (iv) the board of directors of the Company change, qualify, withhold, withdraw or modify their recommendation that the shareholders of the Company, as applicable, should adopt the Combination Agreement; or (v) any lender, bookrunner, underwriter, arranger or similar entity withdraws from, or repudiates, rejects or reduces, any of its obligations under the Hydra Commitment Letters and/or the Continuing Bilateral LOC Credit Facilities (in each case, whether in accordance with the terms thereof or otherwise) which causes cause an aggregate net reduction in commitments under the Hydra Commitment Letters or, as applicable, availability under the Continuing Bilateral LOC Credit Facilities, after accounting for any assumption or replacement of such obligations by another lender, bookrunner, underwriter, arranger or similar entity within 10 days, of (A) $50,000,000 or greater (in aggregate) with respect to the Term B Facility and the Bridge Facilities, (B) $75,000,000 or greater (in aggregate) with respect to Revolving Facility, the LC Facility, the Term C Facility and the Continuing Bilateral LOC Credit Facilities or (C) $100,000,000 or greater (in aggregate) with respect to the Facilities (as defined in the Hydra Commitment Letters) and the Continuing Bilateral LOC Credit Facilities. An Event of Default shall be deemed “continuing” until cured or until waived in writing in accordance with Section 8.02.

Appears in 1 contract

Sources: Term Loan Agreement (Chicago Bridge & Iron Co N V)

Hydra Transaction. Any The Company shall promptly notify the Administrative Agent of any event, condition or occurrence that would reasonably be expected to result in the following shall occur: (i) failure of any condition contained in the Hydra Transaction Documentation to be satisfied (which shall have been terminated; (ii) the adoption of the Combination Agreement is not put to a vote of the shareholders of the Company include one or ▇▇▇▇▇▇▇▇▇ Internationalmore lenders, Inc.; (iii) the shareholders of the Company or ▇▇▇▇▇▇▇▇▇ Internationalbookrunners, Inc. do not vote to adopt the Combination Agreement (provided that no Event of Default under this clause (iii) shall occur until seven days after the date of the relevant shareholder meeting convened by the Company or ▇▇▇▇▇▇▇▇▇ Internationalunderwriters, Inc., as applicable, in respect of the prospective Hydra Transaction); (iv) the board of directors of the Company change, qualify, withhold, withdraw or modify their recommendation that the shareholders of the Company, as applicable, should adopt the Combination Agreement; or (v) any lender, bookrunner, underwriter, arranger arrangers or similar entity withdraws entities withdrawing from, or repudiatesrepudiating, rejects rejecting or reducesreducing, any of its their respective obligations under the Hydra Commitment Letters and/or or the Continuing Bilateral LOC Credit Facilities (in each case, whether in accordance with the terms thereof or otherwise) which causes an aggregate net reduction in commitments under the Hydra Commitment Letters or, as applicable, or availability under the Continuing Bilateral LOC Credit Facilities, after accounting for any assumption or replacement of such obligations by another lender, bookrunner, underwriter, arranger or similar entity within 10 daysentity) upon becoming aware of the same but in any event no later than one Business Day after becoming aware of such event, condition or occurrence. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e)(i) or (iii) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Aii) $50,000,000 the Company shall notify the Administrative Agent and each Lender (by facsimile or greater electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in aggregateany event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Term B Facility Borrower or its Affiliates, or the respective securities of any of the foregoing, and the Bridge Facilities, (B) $75,000,000 or greater (who may be engaged in aggregate) investment and other market-related activities with respect to Revolving Facilitysuch Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the LC Facility, the Term C Facility Arrangers and the Continuing Bilateral LOC Credit Facilities or (C) $100,000,000 or greater (in aggregate) Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Facilities Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as defined set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Hydra Commitment LettersPlatform designated “Public Side Information;” and (z) the Administrative Agent and the Continuing Bilateral LOC Credit Facilities. An Event of Default Arrangers shall be deemed entitled to treat any Borrower Materials that are not marked continuingPUBLICuntil cured or until waived in writing in accordance with Section 8.02as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Appears in 1 contract

Sources: Term Loan Agreement (Chicago Bridge & Iron Co N V)