Securities Demand. Unless (x) the "Loans" and "Commitments" under (and as defined in) each of the Enterprises 2003-A Credit Agreement and the CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of $550,000,000 or more on or before January 2, 2004, or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand; provided that (i) the interest rate (whether floating or fixed) shall be determined by Administrative Agent in light of the then prevailing market conditions for comparable securities, (ii) the Administrative Agent in its reasonable discretion and after consultation with CMS Energy, shall determine whether the Securities shall be issued through a public offering or a private placement; (iii) the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and covenants as are typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Administrative Agent in light of the then prevailing market conditions.
Securities Demand. Following delivery by the Borrower to the Joint Lead Arrangers of an Offering Memorandum pursuant to Section 9.15(a)(i), the Joint Lead Arrangers may deliver notice to the Borrower to issue Take-Out Securities in an aggregate principal amount not in excess of the aggregate principal amount of Loans then outstanding (such notice, a “Take-Out Notice”). The Take-Out Notice shall specify (i) the principal amount of the Take-Out Securities to be issued, (ii) the name of the proposed registered holder, (iii) the amount of the Take-Out Securities requested, which shall not exceed the aggregate principal amount of Loans then outstanding, and (iv) the aggregate principal amount of each of the Loans, Exchange Notes, Notes, Take-Out Securities and Additional Debt Securities held by each Joint Lead Arranger and its respective Affiliates. It shall be a condition to the issuance of Take-Out Securities that the Borrower and the Joint Lead Arrangers make customary representations to each other with respect to the issuance of such Take-Out Securities (and any subsequent distributions pursuant to Rule 144A) consistent with past practices and prior offerings of securities by the Borrower’s Parent and its Subsidiaries.
Securities Demand. (a) If at any time and from time to time (but not more than three times) from and after the Closing Date and prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and the Initial Lenders holding a majority of the aggregate principal amount of outstanding Initial Loan Commitments or Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then at the option of the Borrower, such Permanent Securities shall be (I) in the form of Additional Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date) under the Senior Secured Notes Indenture (provided that in order for the Borrower to elect the issuance of such Additional Notes, the Borrower must agree to enter into a registration rights agreement in form and substance substantially similar to the registration rights agreement applicable to the Senior Secured Notes providing for the issuance of exchange notes that are fungible with the Senior Secured Notes following the completion of an exchange offer) or (II) on terms and conditions, including ranking (including, without limitation, collateral), interest rates, yields and redemption prices, as are necessary or appropriate in light of the prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in consultation with the Borrower, and consistent with the Applicable Bond Standard (such securities issued pursuant to clause (I) or (II) above, “Demand Securities,” and such offering of Demand Securities, a “Take-Out Financing”) (provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rates and/or yields included in any of the foregoing calculations shall be determined by the Take-Out Banks in consultation with Borrower, with original issue discount considered yield for the purpose of this clause and determined in accordance with customary market convention for high yield securities), (ii) the maturitiesin the case of any Demand Securities issued pursuant to clause (II) above, the maturity thereof shall be not earlier than February 1, 2019 unless the Borrower so elects,2019, the non-call periodsperiod with respect thereto shall not be more than four yearsend on August 1, 2015 and ...
Securities Demand. The Borrower shall comply with the provisions set forth under the heading “Securities Demand” in the Fee Letter.
Securities Demand. (a) Upon written notice (such notice, a “Securities Demand”) by either of the Joint Bookrunners and/or Investment Banks who are affiliated with Initial Lenders holding any outstanding Commitments as of the date hereof (such Person, the “Controlling Person”) at any time and from time to time (but on no more than three occasions) (it being understood and agreed that any Securities Demand that results in a Demand Failure shall not be included in such limitation), beginning upon the earlier of (i) five Business Days prior to the Closing Date and (ii) five Business Days prior to the six (6) month anniversary of the date hereof and prior to the first anniversary of the Closing Date (which notice may be provided on such date) so long as any Commitments are outstanding or any Loans are outstanding, you will cause the Borrower to issue and sell, to the Investment Banks or the Initial Lenders or their respective affiliates, the New Second Lien Notes or Permanent Securities in such amount as is necessary to repay the outstanding Loans under this Agreements in full or replace this Agreement in full (each, a “Take-out Financing”); provided that in case of any Securities Demand for Take-out Financing to be issued prior to the Closing Date, such Securities Demand shall also be subject to terms of clause (g) below.
Securities Demand. (a) Upon written notice (such notice, a “Securities Demand”) by either of the Joint Bookrunners (such Person, the “Controlling Person”) at any time and from time to time (but on no more than three occasions) (it being understood and agreed that any Securities Demand that results in a Demand Failure shall not be included in such limitation), beginning upon the earlier of (i) five Business Days prior to the Closing Date and (ii) five Business Days prior to the six (6) month anniversary of the Effective Date and prior to the first anniversary of the Closing Date (which notice may be provided on such date) so long as any Commitments are outstanding or any Loans are outstanding, you will cause the Borrower to issue and sell, to the Investment Banks or the Initial Lenders or their respective affiliates, the New Second Lien Notes or Permanent Securities in a minimum aggregate principal amount of $100.0 million (each, a “Take-out Financing”); provided that in case of any Securities Demand for Take-out Financing to be issued prior to the Closing Date, such Securities Demand shall also be subject to terms of clause (g) below.
Securities Demand. (a) At any time and from time to time during the period beginning on the Merger Closing Date and ending on the first anniversary of the Merger Closing Date, if and to the extent so directed in a Demand Notice (as defined below) given in accordance with Section 10.14(b) with respect to a private issuance and sale of Securities (as defined below), the Borrower shall provide to the Lead Arranger as soon as reasonably practicable a preliminary offering memorandum usable in a customary high-yield road show relating to the issuance by the Borrower of Securities (including all financial statements and other data to be included therein (including all audited financial statements and unaudited interim financial statements (each of which unaudited interim financial statements shall have undergone a SAS 100 review)) and all appropriate pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act (with such deviations therefrom as may be mutually agreed by Borrower and the Lead Arranger), and substantially all other data (including selected financial data) that the SEC would require in a registered offering; provided that (i) financial information that would be so required by Rule 3-16 of Regulation S-X shall not be required in any offering memorandum with respect to Securities and (ii) a consolidating footnote required by Rule 3-10 of Regulation S-X shall not be required in any offering memorandum with respect to Securities so long as the substantive information that would be presented in such footnote is otherwise disclosed in such offering memorandum; and provided further that any offering memorandum with respect to Securities may include information through incorporation by reference to the same extent, and on the same basis, as would be permitted by Section 10.15(b) if such offering memorandum were an offering memorandum for Exchange Notes required to be delivered pursuant to Section 10.15(b).
Securities Demand. The Guarantor and the Borrowers shall, and shall cause their respective Subsidiaries to, comply with the securities demand, market flex and most favored lender provisions as previously agreed by the Guarantor and the Joint Lead Arrangers.
Securities Demand. (a) Upon a request (each, a “Securities Demand”) of the Lead Arrangers from time to time from and after the date that is 180 days after the Closing Date, for a period ending 540 days after the Closing Date (such period, the “Securities Demand Period”), after a roadshow and marketing period customary for similar offerings, the Borrowers (or, if so specified by the Lead Arrangers, Holdings or one of its subsidiaries) shall issue Permanent Securities in such amount as will generate gross proceeds of an amount sufficient to repay all outstanding amounts under this Agreement and all related fees and expenses. The Permanent Securities shall have such form, term, yield, guarantees, covenants, subordination and default provisions and other terms as are customary for securities of the type issued by similarly situated issuers in light of the then prevailing market conditions and may be issued in one or more tranches, all as determined by the Investment Bank in its sole discretion; provided that (x) the total weighted average interest rate on the applicable Permanent Securities shall not exceed 12.5% per annum (exclusive of default interest, tax gross ups and amounts owing under the Registration Rights Agreement) and (y) the maturity of the Permanent Securities shall not be earlier than six months after the final stated maturity of the Senior Rollover Loans or a shorter weighted average life (and, if after the issuance of such Permanent Securities, Loans or Exchange Notes will still be outstanding, the Permanent Securities shall not have a maturity date earlier than the Rollover Loan Maturity Date and shall not have a shorter weighted average life than the Rollover Loans).
Securities Demand. In the event that on the Maturity Date, (a) all conditions to the consummation of the Acquisition (as set forth in the Merger Agreement) shall have been satisfied or waived, (b) all conditions to any senior secured credit facilities to be obtained by the Guarantor in connection with the Acquisition shall have been satisfied or waived, (c) any Sponsor shall have failed to satisfy their commitments under the Sponsor Commitment Letter despite all conditions thereto having been satisfied or waived and (d) all the Loans have not as of such date been indefeasibly paid in full in cash (in any such case, a “Trigger Date”), (i) the Guarantor will engage one or more investment banks (collectively, the “Investment Banks”) reasonably satisfactory to the Lenders to purchase, and subsequently sell in a public sale or private placement, cash-pay, pay-in-kind, discount or other debt securities of the Guarantor (the “Securities”) that will provide gross proceeds in an aggregate amount specified by the Guarantor but not to exceed the aggregate principal amount of the Loans that have not been repaid in cash, which gross proceeds shall be used to pay a portion of the consideration payable in the Acquisition and (ii) the amounts deposited in the Blocked Account shall be used to indefeasibly pay in full in cash all the Obligations (which repayment shall, as set forth in Section 9(c) hereof, satisfy the Guarantor’s obligations under the Convertible Notes Documents to pay the redemption price in respect of the Convertible Notes and the Warrants (unless the Warrants expired or were otherwise terminated prior to such time) to the extent that such repayment is in an amount equal to the aggregate redemption price of the Convertible Notes and the Warrants, if any, required to be paid pursuant to Section 3.06 of the Indenture and the terms of the Warrants and otherwise pays in full all of the Obligations). The Guarantor further agrees, subject to the remainder of this paragraph, to take actions commercially reasonably necessary so that the Investment Banks can place the Securities. Upon notice by the lead Investment Bank (a “Securities Demand”) delivered at the direction of the Guarantor, on or after the Trigger Date, the Guarantor will cause the issuance and sale of the Securities upon such terms and conditions as specified by the Investment Banks in the Securities Demand, provided that (a) the interest, dividend or discount rate (whether floating or fixed) and issue price shall be de...
