Repricing Transactions Clause Samples

The Repricing Transactions clause defines the terms and conditions under which the pricing of a transaction may be adjusted after the initial agreement. Typically, this clause applies to financial or commercial agreements where market conditions, regulatory changes, or other specified triggers can lead to a revision of the original price. For example, if the cost of raw materials fluctuates significantly, the parties may use this clause to renegotiate the transaction price. Its core practical function is to provide flexibility and fairness in long-term or volatile markets, ensuring that both parties are protected from unforeseen changes that could otherwise make the agreement inequitable.
Repricing Transactions. (i) In the event that, on or prior to the date that is six months following the Eleventh Amendment Release Date, a Repricing Transaction with respect to the 2014-1 Additional Term Loans shall occur, a fee of 1.00% of the aggregate principal amount of the 2014-1 Additional Term Loans subject to such Repricing Transaction shall be payable by Borrower to the 2014-1 Additional Term Lenders on a ratable basis upon the consummation of such Repricing Transaction. If, on or prior to the date that is six months following the Eleventh Amendment Release Date, any 2014-1 Additional Term Lender is replaced pursuant to Section 12.1(b)(A) in connection with its refusal to consent to a reduction or postponement of such 1.00% fee, the Borrower shall pay to such replaced 2014-1 Additional Term Lender the fee referred to in the immediately preceding sentence upon such replacement. (ii) In the event that, on or prior to the date that is six months following the Fourteenth Amendment Effective Date, a Repricing Transaction with respect to the 2015 Extended Term B Dollar Loans shall occur, a fee of 1.00% of the aggregate principal amount of the 2015 Extended Term B Dollar Loans subject to such Repricing Transaction shall be payable by Borrower to the 2015 Extended Term B Dollar Lenders on a ratable basis upon the consummation of such Repricing Transaction. If, on or prior to the date that is six months following the Fourteenth Amendment Effective Date, any 2015 Extended Term B Dollar Lender is replaced pursuant to Section 12.1(b)(A) in connection with its refusal to consent to a reduction or postponement of such 1.00% fee, the Borrower shall pay to such replaced 2015 Extended Term B Dollar Lender the fee referred to in the immediately preceding sentence upon such replacement.
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Repricing Transactions. If on or prior to the six-month anniversary of the Closing Date the Parent Borrower (x) makes an optional prepayment in full of the Tranche B-1 Term Loans pursuant to a Repricing Transaction, (y) effects any amendment of this Agreement (including in connection with any refinancing transaction permitted under Section 11.6(h) to replace the Loans or Commitments under any Facility or Tranche) that results in a Repricing Transaction, the Parent Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, (I) in the case of clause (x) above, a prepayment premium of 1.0% of the aggregate principal amount of Tranche B-1 Term Loans being prepaid and (II) in the case of clause (y) above, a prepayment premium of 1.0% of the aggregate principal amount of Tranche B-1 Term Loans outstanding immediately prior to such amendment. If on or prior to the six-month anniversary of the Closing Date any Lender is replaced pursuant to Section 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Section 11.6(h) to replace the Loans or Commitments under any Facility or Tranche) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Section 11.1(g)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium described in the preceding sentence.
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Repricing Transactions. If, prior to the date that is six months after the Effective Date, (a) there shall occur any amendment, amendment and restatement or other modification of the Loan Documents that has the primary purpose of reducing the All-In Yield then in effect for the Term Loans made pursuant to Section 2.01(a), (b) all or any portion of the Term Facility is voluntarily or mandatorily prepaid with the Net Proceeds of issuances, offerings or placements of Indebtedness of Holdings and its Restricted Subsidiaries, or refinanced substantially concurrently with the incurrence of, or conversion of the Term Loans made pursuant to Section 2.01(a) into, new Indebtedness that, in each case, is incurred for the primary purpose of reducing the All-In Yield lower than the All-In Yield in effect for such Term Loans so prepaid (in each case, after giving effect to interest rate margins (including Adjusted Eurodollar Rate and Alternate Base Rate floors), original issue discount and upfront fees) or (c) a Lender must assign its Term Loans made pursuant to Section 2.01(a) as a result of its failure to consent to an amendment, amendment and restatement or other modification of this Agreement that would have the primary purpose of reducing the All-In Yield then in effect for the Term Loans made pursuant to Section 2.01(a) (any of clause (a), (b) or (c), a “Repricing Transaction”), then in each case the aggregate principal amount of Term Loans made pursuant to Section 2.01(a) so subject to such Repricing Transaction (other than any Repricing Transaction made in connection with a Change in Control, a transformative Acquisition or a Permitted Acquisition) will be subject to a prepayment premium of 1.00% thereof, such premium due and payable by the Borrower immediately upon the consummation of such Repricing Transaction.
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Repricing Transactions. If on or prior to the six-month anniversary of the Closing Date the Parent Borrower (x) makes an optional prepayment of the Initial Term Loans pursuant to a Repricing Transaction, (y) makes a mandatory prepayment of the Initial Term Loans under Section 4.4(b)(i)(B) pursuant to a Repricing Transaction or (z) effects any amendment of this Agreement (including in connection with any refinancing transaction permitted under Section 11.6(h) to replace the Loans or Commitments under any Facility or Tranche) that results in a Repricing Transaction, the Parent Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, (I) in the case of clauses (x) and (y) above a prepayment premium of 1.0% of the aggregate principal amount of Initial Term Loans being prepaid and (II) in the case of clause (z) above, a prepayment premium of 1.0% of the aggregate principal amount of Initial Term Loans outstanding immediately prior to such amendment. If on or prior to the six-month anniversary of the Closing Date any Lender is replaced pursuant to Section 11.1(g) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under Section 11.6(h) to replace the Loans or Commitments under any Facility or Tranche) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to Section 11.1(g)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium described in the preceding sentence.
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Repricing Transactions. Notwithstanding anything to the contrary in this Section 2.11, (i) any prepayment of the Original Term Loans effected on or prior to the first anniversary of the Closing Date with the proceeds of a Repricing Transaction described in clause (a) of the definition thereof shall be accompanied by a fee equal to 1.00% of the principal amount of the Original Term Loans prepaid, unless such fee is waived by the applicable Lender and (ii) if in connection with a Repricing Transaction described in clause (b) of the definition thereof on or prior to such first anniversary of the Closing Date, any Lender is replaced as a result of its being a non-consenting Lender in respect of such Repricing Transaction pursuant to Section 2.19(b), such Lender shall be entitled to the fee provided under this Section 2.11(g) as to its Original Term Loans so assigned (unless such fee is waived by the applicable Lender). A “Repricing Transaction” means (a) any prepayment of the Original Term Loans using proceeds of Indebtedness incurred by the Borrower or any other Loan Party from a substantially concurrent incurrence of syndicated term loans for which the interest rate payable thereon on the date of such prepayment is lower than the Adjusted LIBO Rate on the date of such prepayment plus the Applicable Margin with respect to the Original Term Loans on the date of such prepayment, provided that the primary purpose of such prepayment is to refinance Original Term Loans at a lower interest rate or (b) any repricing of the Original Term Loans pursuant to an amendment hereto resulting in the interest rate payable thereon on the date of such amendment being lower than the Adjusted LIBO Rate on the date of such prepayment plus the Applicable Margin with respect to the Original Term Loans on the date of such prepayment.
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Repricing Transactions. In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Term Loans during the period from the First Amendment Effective Date to but excluding the date six months after the First Amendment Effective Date, the Borrower shall pay to the Term Lenders a fee equal to 1% of the aggregate principal amount of the Term Loans prepaid or repriced in connection with such Repricing Transaction. Notwithstanding the foregoing, it is understood and agreed that the fee described in this Section 2.13(e) shall not be applicable to any such transaction that results in or involves a Change of Control of the Borrower.
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Repricing Transactions. In the event that, on or prior to the date that is six months following the Eleventh Amendment Release Date, a Repricing Transaction shall occur, a fee of 1.00% of the aggregate principal amount of the 2014-1 Additional Term Loans subject to such Repricing Transaction shall be payable by Borrower to the 2014-1 Additional Term Lenders on a ratable basis upon the consummation of such Repricing Transaction. If, on or prior to the date that is six months following the Eleventh Amendment Release Date, any 2014-1 Additional Term Lender is replaced pursuant to Section 12.1(b)(A) in connection with its refusal to consent to a reduction or postponement of such 1.00% fee, the Borrower shall pay to such replaced 2014-1 Additional Term Lender the fee referred to in the immediately preceding sentence upon such replacement.
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Repricing Transactions. In the event that, on or prior to the first anniversary of the Closing Date, the Borrower (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement having the effect of a Repricing Transaction, the Borrower shall pay to Administrative Agent, for the ratable account of each of the Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of the Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment.
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Repricing Transactions. In the event that: (a) the Tranche C Term Loans are prepaid in whole or in part pursuant to Section 2.12(a) or Section 2.13(c) of the Credit Agreement, as amended hereby, or in the event of an assignment of such Tranche C Term Loans pursuant to Section 2.21(a)(iv) of the Credit Agreement, as amended hereby, in each case, in connection with a Repricing Transaction, on or prior to March 4, 2013, the Lead Borrower shall pay to the relevant Lenders a prepayment fee (“Prepayment Fee”) equal to 1.00% of the principal amount so prepaid or assigned; and (b) the Euro Term Loans are prepaid in whole or in part pursuant to Section 2.12(a) or Section 2.13(c) of the Credit Agreement, as amended hereby, or in the event of an assignment of such Euro Term Loans pursuant to Section 2.21(a)(iv) of the Credit Agreement, as amended hereby, in each case, in connection with a Repricing Transaction, on or prior to the date that is the six month anniversary of the First Restatement Effective Date, the Lead Borrower shall pay to the relevant Lenders a Prepayment Fee equal to 1.00% of the principal amount so prepaid or assigned.
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Related to Repricing Transactions

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your Available Balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient Available Balance in your Card Account to cover the transaction. If these recurring transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make regular payments (i.e., Recurring Transactions) from your Card Account, you can stop the payment by notifying us orally or in writing at least three (3) Business Days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments three (3) Business Days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction. Fraudulent Card Account Activity. We may block or cancel your Card Account if, as a result of our policies and procedures, we reasonably believe your Card Account is being used for fraudulent, suspicious or criminal activity or any activity that is inconsistent with this Agreement. We will incur no liability because of the unavailability of the funds that may be associated with your Card Account.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Subsequent Variable Rate Transactions From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.