Permanent Securities Sample Clauses
Permanent Securities. The Borrower and each of the Guarantors shall use their best efforts to do all things required in the reasonable opinion of the Investment Banks in connection with the sale of the Permanent Securities, including, but not limited to (i) 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), all as deemed reasonably necessary by the Investment Banks and the Borrower, to effect the offering of Permanent Securities, (ii) no later than 45 Business Days following the Closing Date, delivering to the Investment Banks such unaudited consolidated and pro forma financial information, projections as to future operations and such other financial information relating to the Borrower and its Subsidiaries and their respective businesses and any probable or recently completed acquisition as may be reasonably requested by the Investment Banks, (iii) no later than 45 Business Days following the Closing Date, finalizing the Offering Documents in form and substance reasonably satisfactory to the Investment Banks, the Borrower and the Guarantors, including, if applicable, filings of a registration statement under the Securities Act, (iv) no later than 45 Business Days following the Closing Date, making appropriate Officers of the Borrower and its Subsidiaries available to the Investment Banks for meetings with 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 NMS' 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 letters, and Officers' Certificates, all in form and substance reasonably satisfactory to the Investment Banks and their counsel, as well as such other terms and conditions as the Investment Banks and their counsel may in their reasonable discretion consider appropriate in light of
Permanent Securities. 66 Section 8.1 Permanent Securities ......................................... 66 ARTICLE IX. TERMINATION ......................................................... 66 Section 9.1 Termination .................................................. 66 Section 9.2 Survival of Certain Provisions ............................... 66 ARTICLE X. INDEMNITY ........................................................... 66 Section 10.1 Indemnification ............................................. 66 Section 10.2 Counsel ..................................................... 67 Section 10.3
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) For the purposes of this Clause 7.8:
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. 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 Daws▇▇ ▇▇▇ 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, Daws▇▇) ▇▇ailable 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. (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. The Company shall (i) fail to issue and sell Permanent Securities when and as required by paragraph 3 of the Fee Letter or (ii) terminate the Engagement Letter or cause or permit any material breach of its obligations thereunder, except in circumstances where the relevant document by its terms provides for liquidated damages and specifies such liquidated damages are the exclusive remedy for the relevant breach; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or (g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon notice to the Company by the Administrative Agent, the unpaid principal of and accrued interest on the Loans shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party.
Permanent Securities. Commencing upon the execution hereof, the Borrower will take all action reasonably required in the opinion of ▇▇▇▇▇▇ Brothers, after consultation with Banc of America Securities LLC, in connection with any underwritten offering(s) or private placement(s) (including, without limitation, the purchase and resale of securities pursuant to Rule 144A under the Securities Act) of any debt securities issued by the Borrower or any of its Subsidiaries during the term of the Engagement Letter (for purposes of this Agreement, the term "