Exchange Note Indenture Sample Clauses

Exchange Note Indenture. On or prior to the Rollover Date, the Company and the Borrowers shall (i) enter into the Senior Notes Indenture and (ii) cause counsel to the Borrowers to deliver to the Administrative Agent a legal opinion in form and substance customary for a transaction of that type and to be mutually agreed on by the Borrowers and the Administrative Agent.
Sample 1
Exchange Note Indenture. If any Obligations under the Bridge Facility remain outstanding on the date that is 270 days after the Closing Date: (a) The Borrower shall commence preparation of an indenture (the “Exchange Note Indenture”) pursuant to which the Exchange Notes shall be issued and governing the terms and conditions of the Exchange Notes and a registration rights agreement (the “Registration Rights Agreement”), in each case in the form of the Arranger’s standard indentures and registration rights agreements, in each case, which shall contain such terms, covenants, conditions, representations, warranties, defaults, indemnities and shall have the form, term, yield, guarantees, subordination provisions and other terms as are customary for securities or other financings of the type similar to Exchange Notes issued in connection with a bridge financing, all as determined by the Arranger in its reasonable discretion, as well as such other terms and conditions as the Arranger and its counsel may consider appropriate in light of then prevailing market conditions applicable to similar financings or in light of any aspect of the Permanent Financing or the Transaction that requires such other terms or conditions; (b) No later than 300 days after the Closing Date, each Loan Party shall execute, deliver into escrow and comply with, or cause to be delivered into escrow, the Exchange Note Indenture, the Registration Rights Agreement, legal opinions, comfort letters, officers’ certificates and all other customary closing documents and requirements, all in form and substance reasonably satisfactory to the Arranger and its counsel; and (c) The Loan Parties shall, as soon as practicable and in any event no later than 365 days after the Closing Date, file a shelf registration statement with the SEC and cause such shelf registration statement to be declared effective, and shall use their commercially reasonable efforts to keep such shelf registration statement effective, with respect to resales of the Exchange Notes, for as long as it is required by the holders to resell the Exchange Notes; provided, that the Administrative Agent may, in its reasonable discretion, extend such 365 day period by additional successive periods of up to 30 days each (the duration of each such period to be in the sole discretion of the Administrative Agent).
Sample 1
Exchange Note Indenture. On and after the Initial Bridge Maturity Date, Loans and Exchange Notes will be prepaid in accordance with the Exchange Note Indenture. --------------------------------------------------------------------------------
Sample 1
Exchange Note Indenture. Prior to the twelve-month anniversary of the Closing Date: (a) The Borrower and the Administrative Agent shall negotiate, in good faith, an Exchange Note Indenture, containing the terms specified in Exhibit J hereto and otherwise in a form reasonably acceptable to the Administrative Agent and the Borrower. The Exchange Notes to be issued from time to time pursuant to Section 2.3 of this Agreement, shall be issued in the form set forth in or attached to the Exchange Note Indenture. (b) The Borrower and each Subsidiary Guarantor shall execute and deliver the Exchange Note Indenture; (c) The Borrower and each Subsidiary Guarantor shall provide to the Administrative Agent and the Exchange Note Trustee copies of resolutions of its Board of Directors approving the execution and delivery of the Exchange Note Indenture, the issuance of the Exchange Notes thereunder, and such related matters as are typically covered in similar transactions, together with a customary certificate of the secretary of the Borrower or such Subsidiary Guarantor certifying such resolutions; (d) Borrower and the Administrative Agent shall negotiate, in good faith, a Registration Rights Agreement, containing the terms specified in Exhibit J hereto and otherwise in a form reasonably acceptable to the Administrative Agent and the Borrower; (e) The Borrower and each Subsidiary Guarantor shall execute and deliver the Registration Rights Agreement; (f) The Borrower and each Subsidiary Guarantor shall provide to the Lenders copies of resolutions of its Board of Directors approving the execution and delivery of the Registration Rights Agreement, together with a customary certificate of the secretary of the Borrower or such Subsidiary Guarantor certifying such resolutions; and (g) The Borrower shall use commercially reasonable efforts to provide or cause to be provided, from time to time, such other documents, including but not limited to, corporate records, officer’s certificates, legal opinions, and all other documents customarily required in connection with the issuance of securities in similar transactions, as may be reasonably requested by the Administrative Agent; provided that, if the Borrower and the Subsidiary Guarantors fail to execute and deliver the Exchange Note Indenture in accordance with the provisions of Section 5.16(a) and 5.16(b), respectively, prior to the twelve-month anniversary of the closing date, then Sections 5.16(a) and 5.16(b) shall be deemed satisfied if the Borrower an...
Sample 1
Exchange Note Indenture. (i) The Borrower shall negotiate in good faith with the Arrangers the form of an Exchange Note Indenture with respect to the Exchange Notes, which Exchange Note Indenture shall be governed by New York law and shall be on the terms of and conditions substantially consistent with the Applicable High Yield Standard Indenture, as adjusted for changes in the capital structure of the Group or any law or regulation applicable to the Group and to the extent reasonably required to adjust for market conditions at the time of issuance and as may otherwise be mutually agreed. The Exchange Note Indenture will include covenants and "change of control" provisions (as defined in a manner consistent with this Agreement) at a redemption price of 101% (or 100% for Exchange Notes held by the Original Lenders or their Affiliates (other than any Asset Management Affiliates)) of par plus accrued interest and provide for events of default as specified in Schedule 9 (Restrictive Covenants and Events of Default) to this Agreement, as adjusted for changes in the capital structure of the Group or any law or regulation applicable to the Group and to the extent reasonably required to adjust for market conditions at the time of issuance and as may otherwise be mutually agreed. (ii) The Borrower and the Arrangers agree to negotiate and finalise the Exchange Note Indenture to be entered into pursuant to paragraph (a) no later than 30 days prior to the Initial Maturity Date or such other date as the Borrower and the Arrangers may agree; provided that the Borrower may defer only the first issuance of Exchange Notes until such time as the Borrower shall have received requests to issue an aggregate principal amount of the Loan to be so exchanged that equals or exceeds the minimum amount specified in Clause 6.4(b) (Exchange Notes) below. (iii) The Exchange Notes Indenture shall be fully executed and delivered, and the Exchange Notes will be fully executed and deposited into escrow, not later than 30 days prior to the Initial Maturity Date or such later date as the Arrangers may agree. (iv) In connection with the execution of the Exchange Notes Indenture, the Borrower shall furnish (i) an opinion from New York law legal counsel in form and substance reasonably satisfactory to the Exchange Notes Trustee, stating that, upon issuance of Exchange Notes in consideration for an equal amount of Bridge Term Loan, the Exchange Notes Indenture constitutes a legal, valid and binding obligation of the Borr...
Sample 1
Exchange Note Indenture. The Borrower and the Exchange Note Trustee shall have entered into the Exchange Note Indenture in the form attached hereto as Exhibit E, with such revisions as are reasonably requested by the Exchange Note Trustee, and a fully executed copy of the Exchange Note Indenture shall have been delivered to each Lender; provided, however, that such revisions shall be of a ministerial and/or mechanical nature having the effect of curing ambiguities, defects or inconsistencies; provided, further, that such Exchange Note Indenture shall be satisfactory to the Borrower, the Administrative Agent and the Lenders, in each case, in their sole discretion.
Sample 1
Exchange Note Indenture. (a) The Borrower shall negotiate in good faith with the Arrangers the form of an Exchange Note Indenture with respect to the Exchange Notes, which Exchange Note Indenture shall be governed by New York law. The Exchange Note Indenture will include covenants, events of default and other provisions equivalent to the covenants, events of default and other provisions set out under the heading “Certain Covenants” in Schedule 11 (Description of Notes) (save as set out in Schedule 12 (Exchange Notes Summary) or this Clause 19). (b) The Borrower and the Arrangers agree to negotiate and finalise the Exchange Note Indenture to be entered into pursuant to paragraph (a) above no later than (i) 30 days prior to the Initial Maturity Date and (ii) ten Business Days after any other Conversion Date; provided that the Borrower may defer only the first issuance of Exchange Notes until such time as the Borrower shall have received requests to issue an aggregate principal amount of Advances to be so exchanged that equals or exceeds the minimum amount specified in Clause 19.2 (
Sample 1

Related to Exchange Note Indenture

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • 4 Indenture 4 interest.......................................... 4

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Indenture This INDENTURE (this “Indenture”) is entered into as of the Original Issue Date by and between the Principal Life Income Fundings Trust specified in the Omnibus Instrument (the “Trust”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). Citibank, N.A., in its capacity as indenture trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder. References herein to “Indenture Trustee,” “Registrar,” “Transfer Agent,” “Paying Agent” or “Calculation Agent” shall include the permitted successors and assigns of any such entity from time to time.

  • Senior Subordinated Notes (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Additional Note Guarantees of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

  • Ratification of Indenture; Supplemental Indenture Part of Indenture Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.