Coherent Acquisition is not consummated (this clause (b), a
Special Mandatory Redemption), in each case pursuant to the terms of and by the date specified in the definitive documentation relating to such notes.
Coherent
Merger Agreement means that certain Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, the Borrower, and Watson Merger Sub Inc., a Delaware corporation (together with all exhibits, annexes, schedules and
other disclosure letters thereto, collectively, as modified, amended, amended and restated, supplemented, consented to, waived or otherwise modified form time to time).
Collateral means a collective reference to all property with respect to which Liens in favor of the
Administrative Agent are purported to be granted pursuant to and in accordance with the Collateral Documents.
Collateral Agent means Bank of America, acting as collateral agent for the Secured Parties, together with
its permitted successors and assigns in such capacity.
Collateral Documents means a collective
reference to the Security Agreement, the Guaranty Agreement and all other security or pledge agreements or documents as may be executed and delivered by any Loan Party pursuant to the terms of Section 6.14 or Section 6.15 or
any of the Loan Documents.
Commitment means, as to each Lender, the Revolving Commitment of such
Lender, the Term B Loan Commitment of such Lender, the Term A Loan Commitment of such Lender and/or the Delayed Draw Term A Loan Commitment of such Lender and shall include, as the context requires, any unfunded commitment of such Lender to fund any
portion of an Incremental Term Loan.
Commitment Letter means that certain Second Amended and Restated
Commitment Letter dated as of December 14, 2018 by and among the Arrangers and the Borrower.
Commodity
Exchange Act means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.).
Company has the meaning specified in the introductory paragraph hereto.
Company Existing Convertible Notes means (a) the 2036 Notes and (b) the 2033 Notes.
Compliance Certificate means a certificate substantially in the form of Exhibit E.
Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net earnings
(however denominated) or that are franchise Taxes or branch profits Taxes.
Consolidated Current Assets
shall mean, as of any date of determination, all assets of the Borrower and its Restricted Subsidiaries (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower as
current assets as of such date.
Consolidated Current Liabilities shall mean, as of any date of
determination, all liabilities (without duplication) of the Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current
liabilities as of such date; provided, however, that Consolidated Current Liabilities shall not include (a) current maturities of any long-term Indebtedness, (b) outstanding revolving loans and (c) the current portion of any other
long-term liabilities.
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