Repurchase of Senior Notes Sample Clauses

Repurchase of Senior Notes. Section 7.7(a) of the Loan Agreement is amended by adding the following clause (iii): “, or (iii) the repurchase of the Senior Notes in accordance with and pursuant to an Excess Cash Flow Offer, or”.
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Repurchase of Senior Notes. Anything elsewhere contained in the Loan Agreement (including, without limitation, Section 7.7(a) thereof) to the contrary notwithstanding, the Borrowers shall be permitted to repurchase the Senior Notes at a price equal to 101% of the principal amount thereof plus accrued interest on the Senior Notes to the date of repurchase, in the event that the transactions contemplated by the High Yield Offering (including the release to the Borrowers of the funds in the High Yield Note Account upon satisfaction of the conditions applicable thereto) are not consummated for any reason and the Borrowers become obligated to repurchase the Senior Notes in accordance with the terms of the High Yield Offer; provided, however, that the Borrowers acknowledge that the repurchase of the Senior Notes will constitute a failure to satisfy the conditions set forth in Section 3.3 of the Loan Agreement and that Lender, at its option, may terminate the Loan Agreement in the event that the Borrowers become obligated to repurchase the Senior Notes.
Repurchase of Senior Notes. Not less than 65% of the outstanding Senior Notes shall have tendered into the Senior Notes Offer and shall have been repurchased by the -40- 45 Company and the Company shall have deposited in trust for the benefit of the holders of Senior Notes an amount of cash and/or U.S. Treasury securities to be sufficient, as of October 1, 1998, to pay and discharge all amounts outstanding, accrued or payable (including all principal, interest, premiums and penalties) as of the Effective Date in respect of all of the Senior Notes not theretofore tendered to and repurchased by the Company in connection with the Senior Notes Offer.
Repurchase of Senior Notes. Operating agrees to repay all amounts outstanding under the Bridge Agreement, the O&M Credit Facility and any other Credit Facility that has the benefit of a Guarantee, including, without limitation, the portion of the Permanent Bank Facility guaranteed by the Alternative Guarantee if the Alternate Guarantee is in effect thereon, and to terminate the commitments thereunder prior to or simultaneously with any redemption of any Senior Notes pursuant to any optional redemption provisions of any Senior Notes. In the event that Operating is required to purchase any Senior Notes as a result of a "change of control" as defined in the Offering Memorandum (other than a "change of control" triggered by a change in Motorola's ownership of Iridium), Operating agrees to repay the Bridge Agreement, the O&M Credit Facility, any other Credit Facility that has the benefit of a Guarantee, including without limitation, the portion of the Permanent Bank Facility guaranteed by the Alternative Guarantee and any other Motorola Exposure pro rata with such purchase of Senior Notes or, if Operating is unable or unwilling to do so, Operating hereby waives its right to pay Motorola High Yield Compensation pursuant to Section 3 of the Agreement Regarding Guarantee, as amended, until it does so.
Repurchase of Senior Notes. Iridium agrees to repay all amounts outstanding under the Bridge Agreement and to terminate the Commitments thereunder prior to or simultaneously with any redemption of any Senior Notes pursuant to any optional redemption provisions thereof. In the event that Iridium is required to purchase any Senior Notes as a result of a "change of control" as defined in the Offering Memorandum (other than a "change of control" triggered by a change in Motorola's ownership of Iridium), Iridium agrees to repay the Bridge Agreement (and any other Motorola Exposure (as defined below)) pro rata with such purchase or, if Iridium is unable or unwilling to do so, Iridium hereby waives its right to pay Motorola high yield compensation pursuant to Section 2(e) of the Agreement Regarding Guarantee, as amended, until it does so.
Repurchase of Senior Notes. (a) Neither any Consolidated Subsidiary or Affiliate of the Company, directly or indirectly, may repurchase or make any offer to repurchase any Senior Notes. (b) The Company may not, directly or indirectly, repurchase or make any offer to repurchase any (a) Senior Notes (excluding Series CMW Senior Notes) unless an offer has been made to repurchase Senior Notes (excluding Series CMW Senior Notes), pro rata, from all holders of the Senior Notes (excluding Series CMW Senior Notes) at the same time and upon the same terms or (b) Series CMW Senior Notes unless (i) all other Senior Notes other than Series CMW Senior Notes have been prepaid in full and (ii) an offer has been made to repurchase Series CMW Senior Notes, pro rata, from all holders of the Series CMW Senior Notes at the same time and upon the same terms. The Company will promptly cancel all Senior Notes acquired by it pursuant to any payment or prepayment of Senior Notes pursuant to any provision of this Agreement and no Senior Notes may be issued in substitution or exchange for any such Senior Notes. Without limiting the foregoing, upon the repurchase or other acquisition of any Senior Notes by the Company such Senior Notes shall no longer be outstanding for purposes of any section of this Agreement relating to the taking by the holders of the Senior Notes of any actions with respect hereto, including without limitation, Section 14.3, Section 14.4 and Section 17.1.
Repurchase of Senior Notes. On or prior to the Closing Date the Borrower shall have delivered to the Administrative Agent satisfactory evidence that, substantially concurrently with the Closing Date, $16,500,000 aggregate principal amount of the Senior Notes have been or will be repurchased by the Borrower in cash in accordance with the terms of the Senior Note Repurchase Agreement.
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Repurchase of Senior Notes. Operating agrees to repay all amounts outstanding under the Bridge Agreement and to terminate the Commitments thereunder prior to or simultaneously with any redemption of any Senior Notes pursuant to any optional redemption provisions thereof. In the event that Operating is required to purchase any Senior Notes as a result of a "change of control" as defined in the Offering Memorandum (other than a "change of control" triggered by a change in Motorola's ownership of Iridium), Operating agrees to repay the Bridge Agreement (and any other Motorola Exposure (as defined below)) pro rata with such purchase or, if Operating is unable or unwilling to do so, Operating hereby waives its right to pay Motorola High Yield Compensation pursuant to Section 3(e) of the Agreement Regarding Guarantee, as amended, until it does so.

Related to Repurchase of Senior Notes

  • Repurchase of Notes Neither the Company nor any Consolidated Subsidiary or Affiliate, directly or indirectly, may repurchase or make any offer to repurchase any Notes unless an offer has been made to repurchase Notes, pro rata, from all holders of the Notes at the same time and upon the same terms. In case the Company repurchases or otherwise acquires any Notes, such Notes shall immediately thereafter be canceled and no Notes shall be issued in substitution therefor. Without limiting the foregoing, upon the repurchase or other acquisition of any Notes by the Company, any Consolidated Subsidiary or any Affiliate, such Notes shall no longer be outstanding for purposes of any section of this Agreement relating to the taking by the holders of the Notes of any actions with respect hereto, including without limitation, SECTION 6.3, SECTION 6.4 and SECTION 7.1.

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement. (b) The Trust hereby directs the Indenture Trustee, upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Funding Agreement pursuant to the Assignment and upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Guarantee, (i) to authenticate the certificates representing the Notes (the “Notes Certificates”) in accordance with the Indenture and (ii) to (A) deliver each relevant Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, or the custodian thereof, for credit to such accounts as the Purchasing Agent may direct, or (B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Purchasing Agent.

  • Purchase of Notes The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

  • REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01. [Intentionally Omitted].

  • Repurchase and Redemption Upon timely receipt of notice from the Company that it intends to repurchase or exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if the Depositary shall have determined that such proposed repurchase or redemption is practicable, the Depositary shall (to the extent practicable) provide to each relevant Holder a notice setting forth the Company’s intention to exercise the repurchase or redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase or redemption rights are being exercised against payment of the applicable repurchase or redemption price. Upon receipt of confirmation from the Custodian that the repurchase or redemption has taken place and that funds representing the repurchase or redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are repurchased or redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase or redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the repurchase or redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS repurchased or redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed repurchase or redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • Purchase of Notes as Principal (a) Subject in all respects to the terms and conditions of the Distribution Agreement, the Trust hereby agrees to sell to the Purchasing Agent and the Purchasing Agent hereby agrees to purchase the Notes having the terms specified in the Pricing Supplement relating to such Notes. (b) In connection with any purchase of Notes from the Trust by the Purchasing Agent as principal, the parties agrees that the items specified on Schedule I of the Omnibus Instrument will be delivered as of the Settlement Date.

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Redemption of the Notes SECTION 3.01.

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