Permanent Securities. 58 Section 8.1. Permanent Securities................................................................................58 ARTICLE IX. TERMINATION..........................................................................................59 Section 9.1. Termination.........................................................................................59 Section 9.2. Survival of Certain Provisions......................................................................59 ARTICLE X. INDEMNITY.............................................................................................59
Permanent Securities. (a) The Borrower and each Guarantor shall do all things required in the reasonable opinion of the Arranger in connection with the sale of the Permanent Securities, including, but not limited to (i) immediately following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreement), all as deemed necessary by the Arranger, to effect the offering of Permanent Securities, (ii) as soon as practicable following the Closing Date, delivering to the Arranger such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and the Parent and their respective businesses as may be reasonably requested by the Arranger, (iii) as soon as practicable following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the Arranger, including, if applicable, filings of a registration statement under the Securities Act, (iv) as soon as practicable following the Closing Date, making appropriate Officers of the Parent and its Subsidiaries (including, without limitation, the Borrower) available to the Arranger for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing an underwriting or purchase agreement substantially in the form of the Arranger's standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of legal opinions, comfort levels, and Officers' Certificates, all in form and substance reasonably satisfactory to the Arranger and its counsel, as well as such other terms and conditions as the Arranger and its counsel may in their discretion consider appropriate in light of then prevailing market conditions applicable to similar financings or in light of any aspect of the transactions contemplated hereby that requires such other terms or conditions. The proceeds from the issuance of the Permanent ...
Permanent Securities. In the case of the Borrower, upon notice by the Joint Lead Arrangers (acting together) in writing at any time on or after the 90th day (or such earlier day as may be separately agreed by the Borrower and the Joint Lead Arrangers) after the Closing Date and prior to the first anniversary of the Closing Date that the Joint Lead Arrangers are prepared to execute a purchase agreement, committing them to the purchase of Permanent Securities, after a customary marketing period (as determined by the Joint Lead Arrangers, acting together, after consultation with the Borrower and in any event not less than six days), issue and sell Permanent Securities with interest expense, restrictive covenants, events of defaults and remedies, maturity, redemption features and other provisions as previously agreed in writing in the Commitment Papers.
Permanent Securities. (a) For the purposes of this Clause 7.8:
Permanent Securities. The Borrower shall comply with its agreements in this Agreement, the Fee Letter and the Engagement Letter with respect to the proposed issuance and sale of the Permanent Securities in the Proposed Offerings and the repayment of the Loans with all or a portion of the net proceeds therefrom.
Permanent Securities. (a) At any time and from time to time (but on not more than two occasions) during the period beginning on the 180th day after the Closing Date and ending on the first anniversary of the Closing Date, upon notice by the Joint Lead Arrangers to the Company stating that, in their opinion, market conditions are such that the conditions specified below can be satisfied (a “Securities Notice”), the Company shall (i) provide to the Joint Lead Arrangers as soon as reasonably practicable a complete printed preliminary offering memorandum usable in a customary high-yield road show relating to the issuance by Borrower of debt securities based upon the preliminary offering memorandum provided to the Joint Lead Arrangers by the Company on November 28, 2007 with appropriate updates (including, all financial statements and other data to be included therein (including all audited financial statements, all unaudited financial statements (each of which shall have undergone a SAS 100 review)) and all appropriate pro forma financial statements prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act (with such deviations therefrom as may be mutually agreed by Borrower and the Joint Lead Arranger), and substantially all other data (including selected financial data) that the SEC would require in a registered offering and (ii) execute an offering of Securities in a Rule 144A/Regulation S offering or other private placement (a “Securities Offering”) upon such terms and conditions (including currencies) as may be specified in the Securities Notice, it being understood that:
Permanent Securities. 64 ARTICLE IX. TERMINATION.....................................................65
Permanent Securities. (a) The Borrower and each of the Guarantors shall do all things required in the reasonable opinion of the Arranger in connection with the sale of the Permanent Securities, including, but not limited to (i) no later than 30 days following the Closing Date, commencing the preparation of a Rule 144A offering memorandum or registration statement under the Securities Act with respect to the Permanent Securities, and other documentation (including an indenture and registration rights agreement), all as deemed necessary by the Arranger in its sole discretion, to effect the offering of Permanent Securities, (ii) no later than 90 days following the Closing Date, delivering to the Arranger such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and Dawsxx xxx their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the Arranger, (iii) no later than 150 days following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the Arranger, in its sole discretion, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 150 days following the Closing Date, making appropriate Officers of the Borrower and its Subsidiaries (including, without limitation, Dawsxx) xxailable to the Arranger for meetings with rating agencies and prospective purchasers of the Permanent Securities and preparing and presenting to potential investors road show material in a manner consistent with other new issuances of high yield debt securities and (v) executing an underwriting or purchase agreement substantially in the form of the Arranger's standard underwriting or purchase agreement, as the case may be, modified as appropriate to reflect the terms of the transactions
Permanent Securities. The Borrower shall promptly commence the preparation of a registration statement or a Rule 144A offering memorandum relating to the Permanent Securities and will use reasonable commercial efforts to provide to the Arrangers, no later than 120 days after the Effective Date, a complete initial draft of such document (including the financial statements to be included therein). The Borrower shall engage and at all times retain an Investment Bank (or promptly engage another Investment Bank if either party disengages from such relationship) for the purpose of assisting the Borrower in issuing, selling or placing the Permanent Securities, the Net Cash Proceeds of which shall equal or exceed amounts due under this Agreement and be available to repay this Agreement on or before the Maturity Date.
Permanent Securities. (a) Upon the request of BOCM, the Company will issue Permanent Securities in such amount as will generate gross proceeds equal to an amount sufficient to repay all outstanding Bridge Notes, Rollover Bridge Notes and Exchange Notes and all related fees and expenses. Such securities shall have such form, term, guarantees, covenants, default and subordination provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches, all as determined by BOCM, in its sole discretion. BOCM will act as the exclusive managing underwriter, initial purchaser or placement agent (as it shall determine in its sole discretion) and ABN Amro Bank N.V. will act as the exclusive co-manager in connection with such issuance of Permanent Securities pursuant to the provisions of the Engagement Letter. The Company will do, and, to the extent within its control, will cause the Target to do, all things reasonably required in the opinion of BOCM, in connection with the sale of the Permanent Securities. In addition, BOCM may require the Company to execute an underwriting or purchase agreement providing for the issuance of Permanent Securities contemplated by this Section 5.13 substantially in the form of BOCM's standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplate thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of legal opinions, comfort letters and officers' certificates, all in form and substance reasonably satisfactory to BOCM, as well as such other terms and conditions as BOCM reasonably considers appropriate in light of the then prevailing market conditions applicable to similar financings.
