PIK Election Sample Clauses

PIK Election. (a) The Issuer shall have the right to elect, from time to time, in respect of all or any part of the then outstanding Debentures, to satisfy any Interest Obligation on any Interest Payment Date by delivering PIK Debentures in accordance with this Article 5. (b) A PIK Election shall be made by delivering a PIK Election Notice to the Debenture Trustees not less than 15 Business Days prior to the Interest Payment Date to which the PIK Election relates, subject to complying with applicable securities laws and to obtaining any applicable regulatory approvals, including any approvals required by the TSX or any other exchange on which the Debentures are then listed. (c) At all times, PIK Interest shall be payable (i) with respect to Debentures represented by a Global Certificate registered in the name of, or held by, the Depository or the Depository Nominee on the relevant record date, by increasing the principal amount of the outstanding Global Certificate by an amount equal to the amount of such PIK Interest, or (ii) with respect to Debentures in certificated form, by indicating payment thereof and an increase in the principal amount of the Debentures in the Register for the Debentures and by issuing PIK Debentures in certificated form in an aggregate principal amount equal to such PIK Interest (rounded down to the nearest whole dollar) and the Debenture Trustees will, at the written request of the Issuer, certify and deliver such PIK Debentures in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of the Holders; provided that a Holder of a Debenture represented by a physical certificate shall be entitled to PIK Interest so long as the increase in the principal amount of the Debentures is recorded in the Register for the Debentures, whether or not PIK Debentures represented by a physical certificate representing such PIK Interest have been issued to such Holder. Following an increase in the principal amount of the Global Certificate as a result of a PIK Payment, the Global Certificate will bear interest on such increased principal amount from and after the date of such PIK Payment as otherwise set forth in Section 2.2. Any PIK Debentures issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date as otherwise set forth in Section 2.2. (d) PIK Debentures shall be issued on the same terms as the Debentures and shall c...
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PIK Election. The Issuer shall have the right to elect, from time to time, in respect of all or any part of the then outstanding Debentures, to satisfy any Interest Obligation on any Interest Payment Date by delivering PIK Debentures. At all times, interest in respect of which a PIK Election is made will be payable (i) with respect to securities represented by a Global Certificate registered in the name of, or held by, the Depository on the relevant record date, by increasing the principal amount of the outstanding Global Certificate by an amount equal to the amount of interest subject to a PIK Election, or (ii) with respect to securities in certificated form, by issuing PIK Debentures in certificated form in an aggregate principal amount equal to the amount of interest subject to the PIK Election (rounded down to the nearest whole dollar) and the Debenture Trustees will, at the written request of the Issuer, certify and deliver such PIK Debentures in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of the Holders. Following an increase in the principal amount of the Global Certificate as a result of a PIK Payment, the Global Certificate will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Debentures issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Any certificated PIK Debenture will be issued with the description “PIK” on the face of such security.
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PIK Election. (a) Upon delivery [or deemed delivery] of a PIK Election Notice pursuant to Section 2.7(b) below, Lender shall have the right to elect, from time to time, to receive all (but not less than all) of the accrued but unpaid interest on the Term Loan due and payable on the next succeeding Interest Payment Date by capitalizing said accrued and unpaid interest and adding the same to the principal amount of the Term Loan (such capitalized interest, the “PIK Interest”). Notwithstanding such right of election by Lender in the preceding sentence, until the first anniversary of the Closing Date, all interest shall either be capitalized as contemplated by this Section 2.7 or paid in Interest Shares as contemplated by Section 2.8. (b) A PIK Election shall be made by Lender delivering a notice (a “PIK Election Notice”) to the Borrower Agent not less than two (2) Business Days prior to the Interest Payment Date to which the PIK Election relates; provided however that no such PIK Election Notice shall be required for, but rather shall be deemed to have been delivered in respect of, all interest on the Term Loan accrued during the first twelve (12) months following the Closing Date (unless an Interest Stock Election Notice has been delivered instead for the applicable period). (c) When elected, PIK Interest shall be evidenced by Lender registering an increase in the principal amount of the Term Loan in the Term Loan Register in an aggregate principal amount equal to such PIK Interest (rounded up to the nearest whole Dollar) payable on the Term Loan on the applicable Interest Payment Date. Lender shall be entitled to PIK Interest payable on the Term Loan, whether or not the increase in the principal amount of the Term Loan has been so recorded in the Term Loan Register, to the extent such amount has not been paid to Lender in cash or in Interest Shares as of any Interest Payment Date. Following an increase in the principal amount of the Term Loan as a result of the capitalization of PIK Interest, the Term Loan will bear interest on such increased principal amount from and after the date of the capitalization of PIK Interest as otherwise set forth in Section 2.3. (d) Lender, shall have the right, by delivering written notice to the Borrower Agent at any time prior to the Interest Payment Date, to withdraw any PIK Election made after the first anniversary of the Closing DAte, whereupon the Borrowers shall be obliged to pay in cash the interest on the Term Note in respect of wh...
Sample 1
PIK Election. (i) For each Interest Period ending on or prior to the date that is 18 months after the Effective Date, the Administrative Borrower may elect (an “Election”) to (i) pay interest on the entire principal amount in cash, (ii) pay interest on the entire principal amount by adding such interest to such principal amount (a “Full PIK Payment”) or (iii) pay interest on 50% of the principal amount in cash and pay interest on the remaining portion of the principal amount by adding such interest to such principal amount (a “Partial PIK Payment”; and, together with a Full PIK Payment, “PIK Payments”); provided that the Applicable Margin otherwise applicable to the Term Loans will be increased by 0.75% per annum solely with respect to such portion that is not paid in cash during such Interest Period. Unless the context otherwise requires, for all purposes hereof, references to “principal amount” of Term Loans refers to the face amount of the Term Loans and not gross proceeds funded and includes any increase in the principal amount of the outstanding Term Loans as a result of a PIK Payment. (ii) The Administrative Borrower shall make an Election by providing notice to the Administrative Agent at least five Business Days prior to the beginning of such Interest Period (other than for the initial Interest Period, for which the Administrative Borrower shall have made a Full PIK Payment Election and shall have given notice to the Administrative Agent three Business Days prior to the Effective Date). The Administrative Agent shall promptly deliver a corresponding notice to the Lenders. If an Election is not made by the Administrative Borrower in a timely fashion or at all with respect to the method of payment of interest for an Interest Period, interest for such Interest Period shall be payable in cash.
Sample 1
PIK Election. With respect to any Interest Period ending on or before April 16, 2025, and provided that no Event of Default has occurred and is continuing, Borrower may elect to pay all or a portion of the accrued interest due with respect to such Interest Period in-kind (the “PIK Election”), with such accrued interest to be added to the principal amount of the Loan outstanding as of the last day of such Interest Period (and shall thereafter accrue interest at the Interest Rate set forth herein). Borrower shall provide the Agent with at least fifteen (15) days’ written notice or such shorter period of time as the Agent may agree in its sole discretion of its intent to make a PIK Election for the then-current Interest Period. For any Interest Period ending after April 16, 2025, accrued interest shall only be payable in cash and no further PIK Elections may be made by Borrower.
Sample 1
PIK Election. With respect to any payment of interest on the Term Loan (including, without limitation, default interest payable pursuant to Section 2.08(e) below and additional interest pursuant to Section 2.08(f)), the Borrowers may, at their option, elect to pay such interest in whole or in part (i) in cash in same day funds (a “Cash Election”) or (ii) by increasing the outstanding principal amount of the Term Loan by the amount of interest payable (a “PIK Election” and, together with a Cash Election, an “Election”; any payment of interest on the Term Loan made by adding such interest to the principal amount of the Term Loan, a “PIK Payment”). The Borrowers shall make an Election with respect to any payment of interest by providing notice to the Administrative Agent at least five (5) Business Days prior to the date on which such Interest Payment is due and payable (or such later date as to which the Administrative Agent may consent in its sole and absolute discretion). If an Election is not made by the Borrowers in a timely fashion or at all with respect to any payment of interest, such payment shall be payable according to the Election for the previous payment of interest. Notwithstanding the foregoing, on the Termination Date or in the event of any repayment or prepayment of a Term Loan all accrued and unpaid interest on the principal amount of the Term Loan repaid or prepaid shall be paid in cash. Following an increase in the principal amount of the Term Loan as PIK Payment, interest shall be payable on such increased amount of the Term Loan.
Sample 1
PIK Election. Xxxxxx and Xxxxxxxx hereby agree that the PIK Election Notice that Xxxxxxxx delivered with respect to the calendar quarter beginning on April 1, 2024 and ending on June 30, 2024 shall remain in effect and be effective with respect to the full Loan Amount (as such term is amended by this Amendment) for such period.
Sample 1
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PIK Election. If the Borrower has made a PIK Election in respect of the Initial Term Loans, then on the applicable Interest Payment Date, the Borrower shall (i) pay the accrued but unpaid interest on the Initial Term Loans in cash at a rate per annum equal to Term SOFR (or, in the case of an ABR Loan, ABR) plus 1.00% (the “Partial Cash Interest”) on each such Interest Payment Date and (ii) pay the accrued but unpaid interest attributable to the excess over the Partial Cash Interest by capitalizing and adding such amount to (and thereby increasing) the principal amount of Initial Term Loans outstanding hereunder on each such Interest Payment Date.
Sample 1
PIK Election. Notwithstanding anything to the contrary set forth in this Section 2.6, at the option of the Borrower, in connection with any interest payment due and payable hereunder (the “Specified Interest”), the Borrower may elect (a “PIK Election”) to pay in kind such Specified Interest, in full or in part, by adding the amount of the Specified Interest the Borrower elects to pay in kind (the “PIK Interest”) to the principal amount of the outstanding Loans, which shall thereafter constitute Loans hereunder and accrue interest in accordance with this Section 2.6; provided that, (i) at minimum, the amount of interest hereunder on the Loans accruing at a rate equal to 1% per annum shall be paid in cash on each Interest Payment Date and (ii) the PIK Election may not be made for any interest to be paid on the Maturity Date or on the date of any other repayment or prepayment of any Loan (whether pursuant to a voluntary or mandatory prepayment, acceleration or otherwise). The Borrower shall give the Administrative Agent irrevocable notice of any PIK Election indicating the Type of Loan applicable to such PIK Interest (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the Interest Payment Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the applicable Interest Payment Date, in the case of Base Rate Loans). Upon receipt of any PIK Election from the Borrower, the Administrative Agent shall promptly notify each Lender thereof.
Sample 1

Related to PIK Election

  • PIK Interest (a) In the event that the Company pays PIK Interest (including, for avoidance of doubt, the Rollover Fee) as set forth in the Notes, the Company shall issue Additional Notes having an aggregate principal amount equal to the amount of interest then due and owing as PIK Interest as follows: (i) with respect to Notes represented by one or more Global Notes, by (A) increasing the principal amount of the outstanding Global Notes, effective as of the applicable interest payment date, by an amount equal to the amount of Additional Notes for the applicable interest period (rounded up to the nearest $1) or (B) by issuing Additional Notes in the form of Global Notes, dated as of the applicable interest payment date, in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1); and (ii) with respect to Notes represented by Definitive Notes, by issuing Additional Notes in the form of Definitive Notes, dated as of the applicable interest payment date, in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1). (b) The Company will, if required by the rules and regulations of the Luxembourg Stock Exchange, promptly deliver a notice to the holders of the Notes stating the amount of PIK Interest, if any, to be paid either by publication in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or post such notice on the official website of the Luxembourg Stock Exchange. (c) Following an increase in the principal amount of the outstanding Global Notes as a result of a payment of PIK Interest in the form of Additional Notes, the Global Notes will bear interest on such increased principal amount from and after the applicable interest payment date. Any Additional Notes issued in the form of Definitive Notes or Global Notes will be dated as of the applicable interest payment date and will bear interest from and after such date. Additional Notes issued pursuant to a payment of PIK Interest will have identical terms to the originally issued Notes except interest on such Additional Notes will begin to accrue from the date they are issued rather than the Issue Date. (d) The Trustee (or its authenticating agent) will, following receipt of an authentication order signed by an Officer of the Company, authenticate and deliver any Additional Notes in the form of Definitive Notes or Global Notes for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders.

  • Regular Floating Rate Note Unless this Note is specified on the face hereof as a Floating Rate/Fixed Rate Note, this Note (a “Regular Floating Rate Note”) will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Interest Rate Bases: (1) plus or minus the applicable Spread, if any; and/or (2) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on this Regular Floating Rate Note is payable will be reset as of each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate.

  • Fixed Rate Notes If this Note is specified on the face hereof as a “Fixed Rate Note”: (i) This Note will bear interest at the rate per annum specified on the face hereof. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months. (ii) Unless otherwise specified on the face hereof, the Interest Payment Dates for this Note will be as follows:

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

  • 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).

  • Date and Denomination of Notes; Payments of Interest and Defaulted Amounts (a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. (b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company designated by the Company for such purposes in the contiguous United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay (or cause the Paying Agent to pay to the extent funded by the Company) interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000, either by check mailed to each such Holder or, upon application by such a Holder to the Note Registrar (containing the requisite information for the Trustee or Paying Agent to make such wire transfer) not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States of America, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. (c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum at the rate borne by the Notes from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below: (i) The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder at its address as it appears in the Note Register, or by electronic means to the Depositary in the case of Global Notes, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c). The Trustee shall have no responsibility whatsoever for the calculation of the Defaulted Amounts. (ii) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Deferred Issuance In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

  • 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.

  • Note Exchangeable for Different Denominations This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

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