Change in Control means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the requisite members of the board of directors of the Borrower nor (ii) appointed by a majority of the directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Permitted Holders.
Change in Law means (a) the adoption of any law, rule or regulation or treaty after the Restatement Effective Date, (b) any change in any law, rule or regulation or treaty or in the interpretation, implementation or application thereof by any Governmental Authority after the Restatement Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lenders or the Issuing Banks holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Effective Date, provided that, notwithstanding anything herein to the contrary, (I) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (II) all requests, rules, guidelines or directives 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, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted or issued.
Charming Charlie Backstopped Amount means, at any time, the amount under the Charming Charlie LC that, if drawn, would be subject to a valid and enforceable reimbursement obligation from the CC Lenders (as defined below) to the Borrower pursuant to Section 2.10 of that certain Vendor Payment Financing Credit and Guarantee Agreement, dated as of April 24, 2018, among Charming Charlie Holdings Inc., Charming Charlie LLC, the subsidiary guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent, and the lenders (the CC Lenders) party thereto (as in effect on the date hereof).
Charming Charlie LC means that certain Letter of Credit number USUTFSSBI0001123, issued by the Issuing Bank on February 28, 2019 for the account of the Borrower and for the benefit of White Oak Commercial Finance, LLC as administrative agent under that certain asset-based revolving credit agreement, dated as of February 28, 2019, among Charming Charlie Holdings Inc., Charming Charlie LLC, as borrower, the lenders from time to time party thereto and White Oak Commercial Finance, LLC and Second Avenue Capital Partners, LLC each as an administrative agent.
Class, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Dollar Loans or Multicurrency Loans; when used in reference to any Lender, refers to whether such Lender is a Dollar Lender or a Multicurrency Lender; and, when used in reference to any Commitment, refers to whether such Commitment is a Dollar Commitment or a Multicurrency Commitment.