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. 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) 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).
(b) At any time and from time to time during the period commencing upon the Effective Date and ending on the first anniversary of the Merger Closing Date, upon notice by the Lead Arranger to the Borrower (a “Demand Notice”), the Borrower will take such actions as are reasonably necessary to cause the public or private issuance and sale of debt securities (such debt securities, the “Securities” and such issuance and sale of debt securities, a “Securities Offering”) in one or more transactions in such amounts and on such terms and conditi...
Securities Demand. The Borrower shall comply with the provisions set forth under the heading “Securities Demand” in the Fee Letter.
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 such Permanent Securities shall be on terms and conditions, including ranking, 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, “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 maturities thereof shall be February 1, 2019, the non-call periods with respect thereto shall end no more than three years from the issue date thereof and the redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, declining to par plus 25% of the coupon on the first anniversary of the end of the non-call period and further declining to par on the second anniversary of the end of the non-call period, and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 97% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement with customary registration rights, (B) ...
Securities Demand. The Guarantor and the Borrower 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. In the event of a Demand Failure Event, the Company shall comply with the provisions set forth in the paragraph in Section 3 of the Fee Letter in which “Demand Failure Event” is defined, and the Company shall cooperate with the Agent to amend this Agreement as may be necessary to reflect the terms of such paragraph.
Securities Demand. The Initial Lenders shall have the right to make demand on the Borrower and the Co-Borrower to issue debt securities pursuant to the terms and conditions of the Securities Demand Letter Agreement dated as of the date hereof by and among the Borrower and the Initial Lenders.
Securities Demand. 3.1 The Company agrees that at any time (but not more than three times) on or after the date that is 60 days after the Acquisition Completion Date, and prior to the Initial Maturity Date, after the Company shall have been afforded the bona fide opportunity to participate in a reasonable marketing period customary for an offering of “tap” securities and the completion of such marketing period, including a customary “roadshow,” upon notice from the Arranger together with its affiliates representing a majority of the Total Commitments as of the date of this letter, or, in the event that additional banks are appointed as additional arrangers, Arrangers representing a majority of the Total Commitments at the time of such appointment, together with their affiliates (in either case, a Securities Notice), SPCF will issue the debt securities as specified in such Securities Notice (the Securities) and in each case on the terms and conditions set forth in the following provisos; provided that (i) the Securities shall be issued as a further series of securities under the Precedent Indenture if reasonably possible, with the same maturity, interest, optional redemption schedule, covenants, events of default and other terms as the Existing Notes, failing which, it shall be issued as a separate series of securities with the same maturity, interest, optional redemption schedule, covenants, events of default and other terms as the Existing Notes,
Securities Demand. Holdings will cause the private issuance and sale of Demand Notes of Holdings in such amounts and on such terms and conditions pursuant to the provisions set forth on Schedule 3.1.
