Senior Notes Issuance Sample Clauses

Senior Notes Issuance. Substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 5.1, the Borrower shall have entered into the Senior Notes Indenture and issued $400.0 million aggregate principal amount of Senior Notes thereunder.
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Senior Notes Issuance. The parties acknowledge and agree that the Senior Notes Issuance will occur on or substantially concurrently with the Third Restatement Date, the net proceeds of which shall be applied to repay a portion of the obligations of U.S. Borrower under the Fixed Asset Facility.
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Senior Notes Issuance. 29 5.12 Fees................................................................................................29 5.15 Mortgages...........................................................................................30 5.16 Solvency............................................................................................30 5.17 Insurance Policies; Bonding Requirements............................................................31 5.18
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Senior Notes Issuance. On or prior to the Initial Borrowing Date, the Borrower shall have received at least $100,000,000 of gross proceeds from the issuance of long-term senior notes (the "Senior Notes").
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Senior Notes Issuance. The Senior Notes Issuance shall have occurred in the manner contemplated by the Senior Notes Documents and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence that Xerium shall have received not less than $240,000,000 in cash proceeds (before giving effect to the payment of related customary fees and expenses and any original issue discount) from the Senior Notes Issuance.
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Senior Notes Issuance. The Borrower shall have issued the Senior Notes in an original principal amount equal to $6.1 million pursuant to the terms of the Senior Notes Documents and shall have applied the entire proceeds from such issuance to make the scheduled interest payment in respect of the Senior Subordinated Notes due August 1, 2003 prior to the expiration of any grace periods applicable thereto.
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Senior Notes Issuance. In the event the Senior Notes are issued on or before the Closing Date, the Borrowers shall have provided evidence to the Administrative Agent that (A) the Senior Notes are issued upon customary terms and conditions based on current market conditions at the time the Senior Notes are issued, (B) the maturity date of the Senior Notes is not earlier than the date which is at least seven (7) years after the issuance date of the Senior Notes, (C) the sum of the outstanding principal amount of (x) the Bridge Credit Facility plus (y) the Senior Notes shall not exceed $400,000,000 in the aggregate and (D) the net cash proceeds of the Senior Notes shall have been used either to finance a portion of the purchase price of the Saks Acquisition or are applied to reduce the outstanding principal balance of the Bridge Credit Facility.
Sample 1
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Senior Notes Issuance. On the date that is the later of (x) receipt by Borrower of the Cash proceeds from the issuance of the Senior Notes and (y) the release of such Cash proceeds to Borrower in accordance with the escrow arrangements as described in the Offering Memorandum related to the Senior Notes, Borrower shall prepay the Tranche B Term Loans in an aggregate amount equal to $1,000,000,000. The prepayment of Tranche B Term Loans pursuant to this Section 2.14(h) shall be applied on a pro rata basis to reduce the remaining scheduled Installments of principal of the Tranche B Term Loans.
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Senior Notes Issuance. The Borrower Agent shall have received $350,000,000 in gross cash proceeds from the issuance and sale of the Senior Notes.
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Related to Senior Notes Issuance

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • The Senior Notes Section 2.01.

  • Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of two years from the closing the Company will not issue any convertible debt below $0.90 per share.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Additional Notes; Variable Securities; Dilutive Issuances So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Company Common Stock at a price which varies or may vary after issuance with the market price of the Company Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Stock in excess of that number of shares of Company Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Convertible Debentures The Definition of the term "Convertible Debentures" as used in the Master Agreement shall hereinafter include the Additional Debentures.

  • Existing Notes The term “

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