Long-Dated Notes Sample Clauses

Long-Dated Notes. As soon as practicable and no later than October 17, 2005, Holdings shall either (i) through one or more of its Affiliates (other than any Group Member) (any such Affiliate, an “Exchange Offeror”), launch offer(s) to exchange all of the series of the Company’s debt securities listed on Schedule 3.10(b) (the “Long-Dated Notes”) in exchange for debt securities of the applicable Exchange Offeror in amounts and on terms as described in Schedule 3.10(b), which offers shall also contain a Consent Solicitation (the “Exchange Offers”) or (ii) cause the Company to launch tender offer(s) for all of the Long-Dated Notes, which offers shall also contain a Consent Solicitation (the “Alternative Tender Offers” ), on the terms set forth on Schedule 3.10(b). Promptly upon the receipt of the Requested Bond Consents with respect to any series of Long-Dated Notes or the Requested Indenture Consents with respect to the 1994 Indenture or the 2001 Indenture, the Company will enter into a supplemental indenture or supplemental indentures reflecting the amendments to such indentures approved by such Requested Bond Consent or Requested Indenture Consent, as the case may be, and will use its reasonable best efforts to cause the relevant indenture trustee to promptly enter into such supplemental indenture or supplemental indentures; provided, that the amendments contained in such supplemental indentures shall become operative upon the acceptance of the applicable notes in the Debt Tender Offers, Exchange Offers and/or Alternative Tender Offers, as applicable. The closing of the Exchange Offers shall be conditioned on the occurrence of the Closing, and the parties shall use their reasonable best efforts to cause the Exchange Offers to close on the Closing Date. Upon any closing of the Exchange Offers, at Closing and in accordance with the terms of the Exchange Offers, Holdings shall cause the Exchange Offerors to accept for exchange the Long-Dated Notes tendered in the Exchange Offers (the “Exchanged Notes”). In the event any Exchange Offer is completed with respect to any one or more series of the Long-Dated Notes, then at Closing, Buyer shall pay to the applicable Exchange Offeror cash in an amount equal to the face amount plus any accrued and unpaid interest with respect to all Exchanged Notes (such value, the “Exchange Value”) with respect to each such series, and as soon as practicable after completion of the Exchange Offer, Holdings shall deliver to Buyer the Exchanged Notes or...
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Related to Long-Dated Notes

  • 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.

  • Restricted Notes (i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.

  • 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.

  • Registered Notes The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes, and the Company will register or transfer or cause to be registered or transferred, as hereinafter provided, any Note issued pursuant to this Agreement. At any time and from time to time the holder of any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the holder of such Note or its attorney duly authorized in writing. The Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any Note shall be made to or upon the written order of such holder.

  • Floating Rate Notes If this Note is specified on the face hereof as a “Floating Rate Note”:

  • Certificated Notes Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes shall not be entitled to receive physical delivery of certificated Notes. Certificated Notes shall not be exchangeable for beneficial interests in Global Notes, except with the consent of the Company.

  • Fixed Rate Notes If this Note is specified on the face hereof as a “Fixed Rate Note”:

  • Class B Notes On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2015-3 Collection Account pursuant to Section 3.5(a) or amounts are deposited in the Series 2015-3 Distribution Account pursuant to Section 3.5(c) and/or (d), the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay to the Administrative Agent for the accounts of the Purchaser Groups from the Series 2015-3 Distribution Account the amount deposited therein pursuant to Section 3.5(a), (c) and/or (d) less the aggregate amount applied to make payments required pursuant to Section 3.5(e)(i), to the extent necessary to pay the Class B Controlled Distribution Amount with respect to Related Month during the Class B Controlled Amortization Period or to the extent necessary to pay the Class B Invested Amount during the Series 2015-3 Rapid Amortization Period.

  • Replaced Notes If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “bona fide purchaser” under applicable law.

  • Revolving Notes The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Commitment Percentage of the Revolving Committed Amount and in substantially the form of Exhibit 2.1(e).

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