CEBA Indebtedness definition

CEBA Indebtedness means any loan or other financial accommodation under the CEBA Program, provided that (a) such Indebtedness is unsecured, (b) the proceeds therefrom are used solely in a manner that is permitted by the CEBA Program and (c) the Loan Parties have fully complied in all material respects with and satisfied in all material respects all eligibility requirements established pursuant to the CEBA Program to incur such Indebtedness. “CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency. “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Change of Control” means each occurrence of any of the following: (a) prior to the SPAC Effective Date, the Permitted Holders cease to beneficially and of record own and control, directly or indirectly, at least the greater of (i) 30.0% of the Parent Class A Units and 50.1% of the Parent Class B Units and (ii) 80% of the percentage of the aggregate outstanding voting or economic power of the Equity Interests of the Parent that the Permitted Holders owned or controlled on the Effective Date, in each case, on a fully diluted basis; (b) from and after the SPAC Effective Date, any Person (other than the Permitted Holders) or Persons (other than one or more of the Permitted Holders) constituting a “group” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act...