Replacement Notes definition

Replacement Notes means Notes issued to the Beneficial Owners of the Notes in accordance with Article II hereof.

Replacement Notes means Notes issued to the Beneficial Owners of the Notes in accordance with Section 211 hereof.

Replacement Notes means any Refinancing Indebtedness (whether issued in a public offering, Rule 144A under the Securities Act or other private placement or bridge financing in lieu of the foregoing or otherwise) incurred in respect of Indebtedness permitted under Section 6.01(a) (and any subsequent refinancing of such Replacement Notes).

Examples of Replacement Notes in a sentence

• The Issuer shall ensure that each of the Fiscal Agent and the Replacement Agent holds sufficient Notes or Coupons to fulfil its respective obligations under this Clause 4 and Clause 5 (Replacement Notes) and each of the Fiscal Agent and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes or Coupons for such purposes.

• The Issuer shall ensure that each of the Fiscal Agent, Registrar and the Replacement Agent holds sufficient Notes, Note Certificates or Coupons to fulfil its respective obligations under this Clause 4 and Clause 6 (Replacement Notes) and each of the Fiscal Agent, Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes, Note Certificates or Coupons for such purposes.

• The Issuer shall also arrange for such unauthenticated and, if applicable, uneffectuated Temporary Global Notes, Permanent Global Notes, Definitive Notes and Coupons as are required to enable the Replacement Agent to perform its obligations under Clause 5 (Replacement Notes and Coupons) to be made available to or to the order of the Replacement Agent from time to time.

• The relevant Issuer shall ensure that each of the Principal Paying Agent and the Replacement Agent holds sufficient Notes or Coupons to fulfil its respective obligations under this Clause 4 and Clause 5 (Replacement Notes) and each of the Principal Paying Agent and the Replacement Agent undertakes to notify the relevant Issuer if it holds insufficient Notes or Coupons for such purposes.

• The Issuer shall ensure that each of the Fiscal Agent, Registrar and the Replacement Agent holds sufficient Notes, Note Certificates or Coupons to fulfil its respective obligations under this Clause 4 and Clause 6 (Replacement Notes) and each of the Fiscal Agent, Registrar and the Replacement Agent undertakes to notify the Issuer and the Guarantor if it holds insufficient Notes, Note Certificates or Coupons for such purposes.

More Definitions of Replacement Notes

Replacement Notes means securities differing from the Notes solely in such respects as have been approved by a valid resolution or a written resolution of Noteholders pursuant to Condition 9 or as permitted pursuant to Condition 10.

Replacement Notes has the meaning provided in Section 10.02.

Replacement Notes shall have the meaning assigned to such term in the recitals to this Agreement.

Replacement Notes are securities or other instruments received in exchange for, or as a replacement of, the Notes, as a result of an exchange offer, debt restructuring, reorganization or similar transaction pursuant to which the Notes, are exchanged for, or replaced with, new securities of the Issuer or a third party. The excess of the Amortized Cost Value of the Eligible Notes subject to a Contribution Event over the amount received by the Fund in connection with such Contribution Event shall constitute the “Loss” on such Eligible Notes.

Replacement Notes means securities (A) to be issued by any subsidiary of UBS Group AG of which at least 95% of such subsidiary's capital and voting rights are held, directly or indirectly, by UBS Group AG (such subsidiary, the "Replacement Notes Issuer"), with the benefit of a guarantee issued by UBS Group AG on substantially similar terms as the Original Guarantee, (B) otherwise having the same terms as the Notes (including, without limitation, the same denomination per Note) at the time of the relevant Early Redemption Date, (C) having an aggregate principal amount equal to the aggregate principal amount of the Notes outstanding on the relevant Early Redemption Date and (D) on which interest will begin to accrue from and including the relevant Early Redemption Date (i.e., the issue date of the Replacement Notes); provided, however, that, if the Replacement Notes Issuer is organized under the laws of, or a resident for tax purposes in, a jurisdiction other than a Tax Jurisdiction, the terms of the Replacement Notes contain such provisions as may be necessary to ensure that each Holder has the benefit of an undertaking on terms corresponding to the provisions of Condition 8 (Taxation) with respect to such jurisdiction in relation to the payment of all amounts due and payable under, or in respect of, the Replacement Notes and in relation to the guarantee thereof.

Replacement Notes shall have the meaning set forth in Section 2.06(i) of the Credit Agreement.

Replacement Notes means securities differing from the Notes solely in such respects as had been approved by the relevant Extraordinary Resolution or Written Resolution or as permitted pursuant to Condition 11.