Refinancing Securities Sample Clauses
The 'Refinancing Securities' clause defines the terms and conditions under which existing securities, such as bonds or notes, may be replaced or restructured with new securities, typically to achieve more favorable financial terms. This clause outlines the process for issuing new securities to pay off or modify the obligations of the original ones, specifying requirements such as notice periods, consent thresholds, or limitations on the types of refinancing allowed. Its core practical function is to provide flexibility for the issuer or borrower to manage debt obligations efficiently, often to reduce costs or extend maturities, while ensuring that the rights and interests of existing security holders are addressed.
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 the [REDACTED – Time Period] and prior to the [REDACTED – Time Period] (but no more [REDACTED – Commercially Sensitive Information]), the Designated Lead Arrangers may make a proposal to the Borrower, for an offering of Refinancing Securities by the Designated Lead Arrangers in such amounts and on such terms and conditions as specified in the Equity Bridge Debt 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 Designated Lead 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 Designated Lead Arrangers and (y) no such roadshow shall be required to be offered by the Designated Lead Arrangers if such Designated Lead Arrangers in good faith in consultation with the Borrower determines 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 the [REDACTED – Time Period];
(iii) the Refinancing Securities shall be subject to a non-call period, optional redemption provisions and equity-claw provisions as are, in each case, reasonable and customary for Debt of the type issued and as reasonably specified by the Designated Lead Arrangers in consultation with the Borrower in light of then prevailing market conditions for comparable Debt issuances;
(iv) (i) the issue price of any Refinancing Securities shall not be less than REDACTED – Percentage] of the principal amount thereof before deducting underwriting fees and commissions and (ii) the interest rate(s) on the Refinancing Securiti...
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.
Refinancing Securities. 34 SECTION 6.
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.