Market Flex Sample Clauses

Market Flex. (a) During the Syndication Period, the Arranger may take any of the steps referred to in Schedule 1 (Facility B Flex Items) (the “Flex Items”), provided that the cumulative Annual Cost Increase of Facility B as a result of exercising Pricing Flex does not exceed per cent. (the “Facility B Yield Cap”); and (b) subject to the following conditions and restrictions: (i) the Arranger may only exercise a Flex Item if, based on feedback (which may be by way of pre-soundings after the Syndication Period has commenced) from potential syndicate members (excluding Affiliates) approached by the Arranger in accordance with the Agreed Syndication Strategy, the Arranger determines (acting reasonably and in good faith), and confirms to the Company in writing, that: (A) the Arranger cannot at such time achieve a Successful Syndication on the original terms; (B) such market flex changes are necessary to achieve a Successful Syndication in accordance with the Agreed Syndication Strategy; and (C) as a result of exercising such Flex Item, the Arranger reasonably expects to be able to syndicate an increased amount of Facility B to syndicate members (other than Affiliates); (ii) the Arranger may only exercise the Flex Items during the Syndication Period, but may do so on any number of occasions, provided that the conditions to exercising such Flex Items are satisfied on each such occasion taking into account the cumulative effect of the exercise of that Flex Item and all previously exercised Flex Items; (iii) the Arranger may only exercise any Pricing Flex if, prior to invoking such changes, they have first offered to pay away (or transfer the relevant Commitment at a discount after deducting the OID Fee in respect of such facility) to potential syndicate members (other than Affiliates), and (to the extent such offer is accepted) do in fact so pay away or transfer at a discount (on their accession to the Finance Documents or, if later, on the Closing Date), a fee of not less than the aggregate of the entire amount of the OID Fee; (iv) the exercise of Pricing Flex shall be conditional upon the amendment of each financial covenant or definition in order to ensure that, following application of the relevant Pricing Flex, the headroom from EBITDA projected in the model reflected in the original level of such financial covenant or definition is preserved having regard to the higher borrowing costs and net debt resulting from the operation of the Pricing Flex; (v) if the Margin in res...
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Market FlexThe Underwriter shall be entitled in consultation with the Borrowers/Corporate Guarantor to change the pricing, terms and/or structure of the Facility if the Agent determines that such changes are advisable in order to ensure a Successful Syndication of the Facility.
Market Flex. If the Lenders acting in good faith are unable to achieve a Successful Syndication of the Facilities in accordance with the terms of this clause 4.4 then the Lenders shall be entitled (after consultation with the Clients and after demonstrating that reasonable endeavours have been used to syndicate the Facilities successfully) to increase the Margin in respect of each of the Facilities by a maximum of 0.5%.
Market FlexThe Loan Parties and the Lenders hereby agree that they will execute any amendments to the Loan Documents deemed advisable by the Arrangers, after consultation with the Parent, to change all or any of the terms of the Loan Documents that the Arrangers determine are advisable in order to ensure a successful syndication of the Commitments or Advances under this Agreement, subject to the limitations contained in the Fee Letter.
Market FlexAny time prior to the Syndication Date, in the event that the Lead Arranger reasonably determines that such changes are advisable to facilitate or to attempt to facilitate a Successful Syndication (as defined below) of the Bridge Facility (or if a Successful Syndication has not been or, in the reasonable judgment of the Lead Arranger, is not likely to be achieved on the Closing Date), then the Lead Arranger shall be entitled, after consultation with you, to increase the interest rates under the Bridge Facility (for each pricing level set forth in the definition of Applicable Rate in the Credit Agreement) by no more than 100 basis points per annum in the aggregate; provided, that up to 50% of such permitted increase may, at the election of the Lead Arranger alternatively be implemented as an increase in Upfront Fees, the Funding Fees or other fees (based on an assumed one-year average life for the Bridge Facility (e.g., 1 basis point of increase in interest rate margin equals 1 basis point of increase in Upfront Fees, Funding Fees or other fees)).
Market Flex. (a) The Original Lender may, with the agreement of MCL, change the structure, terms and/or pricing (but not the total amount) of the Facilities if it determines that the changes are advisable to ensure that Sinosure will provide the Sinosure Offer and the Sinosure Insurance or a successful Syndication. (b) No such change may be made after the Original Lender has confirmed to MCL that Syndication has been completed and that the syndicate members have become bound by the Facility Agreement (or that there will be no general syndication of the Facilities). (c) SUNDAY and MCL agree, and shall ensure that the other Obligors agree, to amend the Facility Agreement and/or other Expanded Finance Documents as necessary to reflect any such change.
Market Flex. (a) In relation to the Margin for the B Loan, during the period from the Signing Date up to and including the date on which the Lender notifies the Borrower that a successful syndication has been achieved, the Lender shall be entitled in its sole discretion, to increase the Margin of the B Loan if the Lender, having regard to the prevailing conditions in the domestic and/or international money, debt capital or financial markets, determines that such change is advisable in order to enhance the prospects of successful syndication, whether or not successful syndication is thereafter achieved. (b) For the purposes of this Clause 8.2, “successful syndication” means in relation to the B Loan, the Lender shall have received from Participants, upon terms satisfactory to the Lender, formal commitments by such Participants, evidenced by the execution of one or more Participation Agreements, for the acquisition of Participations in the B Loan in the aggregate amount equal to the full amount of the B Loan. (c) Any changes made pursuant to this Clause 8.2 will take effect by notice from the Lender to the Borrower. (d) The Borrower agrees, at the Lender’s request, to amend the Finance Documents and do all things as may be required to reflect and give effect to any changes made under this Clause 8.2.
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Market FlexAt any time prior to the Syndication Date, the Arrangers shall be entitled, after consultation with you, to change the pricing of the Bridge Facility (whether before or after any funding of the Bridge Facility) if the Arrangers reasonably determine that such change is reasonably necessary to achieve a Successful Syndication or that a Successful Syndication of the Bridge Facility will not be achieved; provided, that such change shall be limited to increasing the interest rates (for each level on the Pricing Grid) by [REDACTED] basis points per annum in the aggregate (up to [REDACTED] basis points of which may, at the election of the Arrangers after consultation with you, alternatively (and without duplication) take the form of an increase to the Commitment Fees, Funding Fees and/or Duration Fees under the Bridge Facility; and one (1) basis point of Upfront Fees, Funding Fees or Duration Fees shall be equated with one (1) basis point per annum of interest rates for the purposes of the foregoing calculation).
Market Flex. During the period from the date of this term sheet to the date of Financial Close, the Lenders shall be entitled (after consultation with the Borrower) to change the pricing, terms and/or structure (but not the total amount) of the Facility if the Lenders determine that such changes are advisable in order to ensure the Facility is fully subscribed. During the period from the date of Financial Close to the date of Successful Syndication, the Lenders shall be entitled (after consultation with the Borrower) to change the pricing of the Facility if required in order to ensure the Facility is fully subscribed. Assignments and Participation: The Lenders will be permitted to freely transfer any rights and obligations, including commitments, under the Facility, to one or more persons. Upon such transfer or assignment at the Lenders’ cost, the transferee or assignee shall become a lender for all purposes of the documentation.
Market Flex. The Initial TLB Lenders holding a majority in aggregate principal amount of the commitments or loans under the TLB Facility (the “Majority TLB Lenders”) shall be entitled at any time during the Syndication Period, without your consent (but after consultation with you) and so long as the Majority TLB Lenders determine that such changes are necessary to ensure a successful syndication of the TLB Facility (or if the Majority TLB Lenders reasonably determine that a successful syndication of the TLB Facility (i) has not been achieved as of the Closing Date (or, at the option of the Majority TLB Lenders, the Syndication Date (if later)) or (ii) cannot be achieved), to:
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