Securities Demand Clause Samples
A Securities Demand clause establishes the right of certain parties, typically shareholders or investors, to require a company to register their securities for public sale. In practice, this means that if the holders of a specified percentage of shares request it, the company must initiate the process to register those shares with the relevant regulatory authorities, enabling their sale on public markets. This clause is crucial for providing liquidity to investors, as it ensures they have a mechanism to exit their investment by selling shares, even if the company has not independently chosen to go public.
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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) Upon request (a "Request") from any Take- Out Bank made at any time after the earlier of (x) the date on which the Enertel Acquisition has been consummated and (y) the Commitment Expiry Date, the Parent and the Company shall take all reasonable actions necessary or desirable, to the extent within its power, so that the Take-Out Bank can, as soon as practicable after such Request, privately place or publicly distribute the Take-Out Securities (the "Initial Request Date"). Upon notice by the Take-Out Bank (a "Take-Out Securities Notice"), at any time and from time to time following the Initial Request Date, the Parent will issue and sell Take-Out Securities upon such terms and conditions as specified in the Take-Out Securities Notice. "Take-Out Securities" shall mean debt securities issued pursuant to a private placement on the following terms: (i) fixed interest rates or yields which shall be determined by the Take-Out Banks based on a spread above the LIBO Rate, as determined in light of then prevailing market conditions, provided that the effective yield thereon shall not exceed a rate equal to (A) 16% if such Take- Out Securities are issued prior to the date which is nine-months after the Closing Date and (B) 18% if such Take-Out Securities are issued thereafter, plus, in either case, Warrants exercisable for ten years from the issuance thereof at a price of $.01 per share for up to 15% (less the amount of the Warrants issued pursuant to the Warrant Agreement) of the common stock of the Parent, calculated on a fully diluted basis taking into effect the exercise thereof; (ii) the Take-Out Securities will contain such other terms, conditions and covenants (including the terms and conditions of the issuance and sale of the Take-Out Securities) as are customary for similar high-yield financings and as are satisfactory in all respects to the Take-Out Banks; (iii) such debt securities shall have a final maturity not earlier than the eighth anniversary after consummation of the Enertel Acquisition; (iv) such debt securities shall constitute general unsecured obligations of the Parent; and (v) all other arrangements with respect to such securities shall be reasonably satisfactory in all respects to the Take-Out Banks in light of the then prevailing market conditions. In the event that, at any time prior to the issuance of the Take- Out Securities, the Term Loan or the Parent's other unsecured senior secured long-term debt obligations (which obligations do no...
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. 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.
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. Unless (x) the "Loans" and "Commitments" under (and as defined in) the Enterprises 2003 Credit Agreement and 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) the Borrower's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) (a "SECURITIES DEMAND"), to the extent permitted under each of the Borrower's indentures (and each supplement issued thereunder), the Borrower 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 their reasonable discretion and after consultation with the Borrower, 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. 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. 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 Borrower agrees that, upon the request of ABN AMRO at any time, the Borrower will (or, if so specified by ABN AMRO, another Affiliate of the Borrower will) issue notes or other debt securities of the Borrower or any of its Affiliates (the “Permanent Securities”) in such amount as will generate gross proceeds of an amount sufficient to pay all Obligations and all related fees and expenses then existing under the Loan Agreement. The Permanent Securities, as the case may be, shall have such form, term, yield, guarantees, covenants, default and provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches, all as determined by ABN AMRO in its reasonable discretion. The Borrower will, and will cause its Affiliates to, take all commercially reasonable actions as requested by ABN AMRO, that in the professional judgment of ABN AMRO are necessary in connection with the offer and sale of the Permanent Securities (including any issuance solely to ABN AMRO), including:
(a) the Borrower shall complete and make available to ABN AMRO and potential investors copies of an information memorandum for the offer and sale of the Permanent Securities in a form that is in the professional judgment of ABN AMRO necessary in connection with the offer and sale of the Permanent Securities; and
(b) senior management of the Borrower shall make themselves available for due diligence and a road show and other meetings with potential investors for the Permanent Securities as required by ABN AMRO in its professional judgment to market the Permanent Securities. ABN AMRO may at any time require the Borrower (or, if so specified by ABN AMRO, Affiliates of the Borrower) to execute an underwriting or purchase agreement providing for the issuance and sale of the Permanent Securities contemplated hereby substantially in the form of ABN AMRO’s standard underwriting or purchase agreement, modified as appropriate to reflect the terms of the transactions contemplated thereby and containing such terms, covenants, conditions, representations, warranties and indemnities as are customary in similar transactions and providing for the delivery of an indenture, if applicable, substantially in the form of ABN AMRO’s standard indentures, legal opinions, comfort letters and officers’ certificates, all in form and substance reasonably satisfactory to ABN AMRO and its counsel, as well as such other terms and conditions as are customary and appropriate ...