Refinancing Securities Sample Clauses

Refinancing Securities. (a) So long as any Commitments or Loans remain outstanding under this Agreement, at any time and from time to time on or after [REDACTED – Time Period] and prior to the [REDACTED – Time Period] (but no more than [REDACTED – Commercially Sensitive Information]), the Designated Lead Arrangers, acting collectively, may make a proposal to the Borrower, for an offering of Refinancing Securities by the Arrangers in such amounts and on such terms and conditions as specified in the Extended Bridge Securities Demand (as defined in the Fee Letter) all as the Investment Banks (as defined in the Fee Letter) in their reasonable judgment determine in consultation with the Borrower; provided, that each issuance of Refinancing Securities shall be in respect of gross proceeds of a minimum of [REDACTED – Dollar Amount] or, if less, an amount equal to the aggregate principal amount of outstanding Loans; provided, further that: (i) in connection with any such offering of Refinancing Securities, the Arrangers shall offer to participate in a customary “roadshow” with respect to the applicable Refinancing Securities, which roadshow, for the avoidance of doubt, may occur prior to or following the Closing Date; provided that (x) the Borrower will participate and assist in such roadshow upon the reasonable request of the Arrangers and (y) no such roadshow shall be required to be offered by the Arrangers if the Arrangers in good faith in consultation with the Borrower determine that conducting such roadshow would be commercially futile; and provided further that, neither the commencement nor completion of any such roadshow shall constitute a condition to the availability of the offering or Refinancing Securities; (ii) the Refinancing Securities shall have a maturity of not shorter than [REDACTED – Time Period]; (iii) the Refinancing Securities shall be optionally redeemable subject to a customary make-whole prior to [REDACTED – Time Period] and call premiums equal to [REDACTED – Percentage] of the coupon on such Refinancing Securities on [REDACTED – Time Period] declining to [REDACTED – Percentage] of the coupon on [REDACTED – Time Period], and [REDACTED – Commercially Sensitive Information] on [REDACTED – Time Period] and thereafter; (iv) prior to [REDACTED – Time Period], [REDACTED – Percentage] of such Refinancing Securities shall be optionally redeemable at par plus the applicable coupon with the proceeds of certain equity offerings; (i) the issue price of any Refinancing Securi...
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Refinancing Securities. 34 SECTION 6.
Sample 1
Refinancing Securities. (a) Prepare as soon as practicable a registration statement under the Securities Act of 1933, as amended or an offering memorandum covering debt instruments of the Borrower (the "Refinancing Securities") to be issued in a public offering or private placement (the "Offering") and (b) consummate such Offering in an amount at least equal to the Total Commitments then in effect and on such terms and conditions (including interest rate, yield, redemption prices and dates) as the Arranger, after consultation and good faith negotiation with the Borrower, may in its commercially reasonable judgment determine to be reasonable for the Borrower in light of prevailing circumstances and market conditions and the financial condition and prospects of the Borrower. The indenture, board resolution, officer's certificate or other document or instrument establishing the Refinancing Securities shall be in a form containing terms and conditions customary and appropriate for securities of the same type as the Refinancing Securities, modified as appropriate to reflect the financial condition and prospects of the Borrower and its Subsidiaries, and in form and substance reasonably satisfactory to the Borrower and the Arranger.
Sample 1
Refinancing Securities. In the event that all or part of the Obligations under and as defined in the Bridge Credit Agreement are refinanced by the issuance of Refinancing Securities, the parties hereto may amend and restate this Agreement and/or enter into one or more other intercompany loan agreements to reflect such refinancing and provide for intercompany loans with amount, currency and other financial terms that shall mirror those of the Refinancing Securities and any outstanding Obligations under the Bridge Credit Agreement, respectively; provided, that, any such intercompany loans with respect to the Refinancing Securities shall not be secured or guaranteed, and security interests granted pursuant to the Intercompany Bridge Collateral Documents and guaranties made hereunder shall be terminated or modified in connection therewith with respect to any intercompany loans made in respect of such Refinancing Securities; provided, that if any Loans remain outstanding under the Bridge Credit Agreement or Exchange Notes remain outstanding under the Exchange Note Indenture after giving effect to the incurrence of such Refinancing Securities (and the application of proceeds therefrom), the terms of any such amendment and restatement shall be required to be reasonably satisfactory to the Intercompany Bridge Collateral Agent and shall not change the terms of this Agreement as they relate to any Intercompany Bridge Loans made or outstanding in respect of Loans under the Bridge Credit Agreement or Exchange Notes under the Exchange Note Indenture.
Sample 1

Related to Refinancing Securities

  • Holding Securities The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Refinancing Debt Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).

  • Underlying Securities The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Securities. The Company will use its best efforts to cause the Underlying Securities to be listed on the Exchange.

  • Refinancing Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

  • Existing Securities; Obligations Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Other Financing Notwithstanding anything in this Agreement to the contrary, the Issuer and the Company may hereafter enter into agreements to provide for the financing or refinancing of costs of the Project or any portion thereof.

  • Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.

  • Debt and Stock Redemption Bancshares and any nonbank subsidiary shall not, directly or indirectly, incur, increase, or guarantee any debt without the prior written approval of the Reserve Bank. All requests for prior written approval shall contain, but not be limited to, a statement regarding the purpose of the debt, the terms of the debt, and the planned source(s) for debt repayment, and an analysis of the cash flow resources available to meet such debt repayment.

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