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Senior Unsecured Note Documents Sample Clauses

Senior Unsecured Note DocumentsBorrower shall not enter into any amendment or waiver of the Senior Unsecured Note Documents without the prior written consent of CoBank, which consent shall not be unreasonably withheld.
Senior Unsecured Note Documents. No "Event of Default" (as defined in the Senior Unsecured Debt Indenture) exists, and no event or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute such an "Event of Default"; and all Indebtedness incurred or to be incurred under this Agreement at any time is and shall be incurred in compliance with Section 4.09
Senior Unsecured Note DocumentsUnless the Required Lenders otherwise agree, the Credit Agreement Parties will not at any time permit any Indebtedness other than the Indebtedness incurred under this Agreement, to be justified as outstanding under clause (a) of Section 4.09
Senior Unsecured Note Documents. (a) The Borrower will not enter into any amendment of the Senior Unsecured Note Documents affecting any material terms of the Notes (as defined in the Note Purchase Agreement) or covenants, and will provide to the Agent a prior copy of any notice or confirmation given by the Borrower to the lender(s) thereunder, and a copy of any waiver by the lender(s) thereunder promptly upon receipt. (b) None of such Notes shall be secured by any assets of the Borrower or any of its Subsidiaries. (c) The Borrower will not optionally prepay (or purchase, defease or otherwise retire except in accordance with its terms) all or any portion of such Notes while any of its Obligations under this Agreement remain outstanding.
Senior Unsecured Note Documents. (a) The Borrower will not enter into any amendment of the Senior Unsecured Note Documents affecting any material terms of the Notes (as defined in the Note Purchase Agreement) or covenants, and will provide to the Agent a prior copy of any notice or confirmation (including the Borrower's election to issue "Shelf Notes" thereunder) given by the Borrower to the lender(s) thereunder, and a copy of any waiver by the lender(s) thereunder promptly upon receipt. (b) None of such Notes, including the Shelf Notes, shall be secured by any assets of the Borrower or any of its Subsidiaries. If the Borrower elects to issue any such Shelf Notes, the payment terms (other than interest rate and term) of such Shelf Notes shall be substantially the same as the terms of the "Series A Notes" issued under the Note Purchase Agreement, and the term thereof shall be within the limits therefor set forth in the Note Purchase Agreement. (c) The Borrower will not optionally prepay (or purchase, defease or otherwise retire) all or any portion of such Notes while any of its Obligations under this Agreement remain outstanding.
Senior Unsecured Note Documents. Promptly on the 2007 Indenture Date, Borrower shall deliver to Agent an officer’s certificate, in form and substance reasonably satisfactory to Agent, from the Borrower, certifying and representing that attached thereto is the true, correct and complete copy of the Senior Unsecured Note Documents (together with all annexes, attachments, exhibits and schedules attached thereto). 1.7 Section 6.01(b) of the Credit Agreement is amended and restated in its entirety to read as follows: (i) Indebtedness actually outstanding on the Original Closing Date and listed on Schedule 6.01(b), (ii) refinancings or renewals thereof; provided, that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and fees and expenses associated therewith, (B) such refinanced Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced, (iii) the Qualified Senior Notes (including any notes issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Qualified Senior Notes), (iv) the Convertible Senior Notes, (v) the Fixed Rate Senior Unsecured Notes and (vi) the Floating Rate Senior Unsecured Notes; provided, that, that in the case of the Fixed Rate Senior Unsecured Notes referred to in clause (v) and the Floating Rate Senior Unsecured Notes referred to in clause (vi), (A) the aggregate principal amount of the Fixed Rate Senior Unsecured Notes and the Floating Rate Senior Unsecured Notes shall not exceed $350.0 million, (B) holders of a majority in aggregate principal amount of the outstanding Qualified Senior Notes consent to a tender offer for the Qualified Senior Notes on or before the 2007 Indenture Date and such Qualified Senior Notes are purchased, retired or otherwise acquired for value from the proceeds of the issuance of the Fixed Rate Senior Unsecured Notes and the Floating Rate Senior Unsecured Notes, (C) the appropriate parties shall have executed and delivered amendments to the Qualified Senior Note Indentur...
Senior Unsecured Note Documents. The Administrative Agent shall have received, with a copy for each Lender and the Collateral Trustee, true and complete copies of each Senior Unsecured Note Document (other than the Senior Unsecured Notes), certified as such by a Responsible Officer of the Borrower as of the Closing Date.
Senior Unsecured Note DocumentsAs of the Closing Date, Borrowers have delivered to Agent a complete and correct copy of the final form of the Senior Unsecured Notes together with all other Senior Unsecured Note Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). The Liens granted by the Credit Parties in favor of Agent for the benefit of itself and the Lenders under the Loan Documents to secure the Loans and all other Obligations shall at all times constitute “Permitted Liens” under and as defined in the Senior Unsecured Note Indenture.
Senior Unsecured Note DocumentsAs of the Closing Date, all material agreements, instruments and other documents executed or delivered pursuant to or in connection with the Senior Unsecured Notes (other than the Senior Unsecured Notes that have been retired or purchased by any Loan Party or any of its Affiliates or Subsidiaries) are described on Schedule 4.28 hereto; provided, however, that Borrower may amend Schedule 4.28 to add additional documents by written notice to Agent containing a copy of such agreement, instrument or other document. All Obligations are and will be incurred in full compliance with the Note Purchase Agreement.

Related to Senior Unsecured Note Documents

  • Note Documents Receipt by the Purchasers of executed counterparts of this Agreement and the other Note Documents, each properly executed by a Responsible Officer of the signing Note Party and each other party to such Note Documents, in each case in form and substance satisfactory to the Purchasers.

  • 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.

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • 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.

  • Facility Documents The Facility Documents, duly executed by the parties thereto;

  • Senior Notes (i) Notwithstanding anything to the contrary in this Agreement, prior to the First Merger Effective Time, the Company shall give any notices and use its reasonable best efforts to take all other actions specifically required to be taken under the terms of the Indenture and the Senior Notes as a result of the consummation of the Transactions, which actions shall include, without limitation, the Company (or its Subsidiaries) using its reasonable best efforts to (i) give any notices that may be required in connection with the Mergers and the other Transactions contemplated by this Agreement prior to the First Merger Effective Time, (ii) prepare any supplemental indentures required in connection with the Mergers and the other Transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the First Merger Effective Time, in form and substance reasonably satisfactory to the Trustee, and (iii) deliver any opinions of counsel required to be delivered prior to the First Merger Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Mergers and the other Transactions contemplated by this Agreement; provided that opinions of counsel required by the Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Mergers and the other Transactions contemplated by this Agreement shall be delivered by Parent and its counsel to the extent required to be delivered at or after the First Merger Effective Time. The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to execute and deliver any document or instrument (or cause any document or instrument to be executed or delivered) (i) that would be inaccurate in light of the facts and circumstances at the time delivered or (ii) not conditioned on or delivered substantially concurrently with the occurrence of the First Merger Effective Time. (ii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, supplemental indentures, legal opinions, officer’s certificates or other documents or instruments required to be delivered pursuant to or in connection with the Indenture or the Senior Notes in connection with the Mergers and the other Transactions contemplated by this Agreement prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and consider in good faith any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. (iii) If requested by Parent in writing at least seven (7) Business Days in advance of the due date for such notice under the Indenture, the Company shall, to the extent permitted by the Senior Notes and the Indenture, issue on the Closing Date (or on such earlier time as Parent may request) a notice of optional redemption for all of the outstanding aggregate principal amount of the Senior Notes pursuant to the optional redemption provisions of the Indenture (which notice of optional redemption may be, at Parent’s request and to the extent permitted by the Indenture, conditional on the consummation of the Merger or the other Transactions, including subsequent supplemental notices of optional redemption to the extend necessary to extend the redemption date set forth in the original notice to match the ultimate Closing Date) (such redemption of the Senior Notes, the “Senior Notes Redemption”); provided that in connection with the delivery of any such notice of optional redemption, the Company shall deliver and shall use reasonable best efforts to cause counsel for the Company to deliver, customary officer’s certificates and customary legal opinions, respectively, to the Trustee, to the extent such certificates and opinions are required by the terms of the Senior Notes or the Indenture; it being understood that (i) in no event shall the Company be required to prepare or commence any documentation or action for any Senior Notes Redemption that will result in such redemption being effective prior to the First Merger Effective Time or incur any cost or expense in connection with such Senior Notes Redemption unless Parent promptly reimburses the Company for all costs and expenses incurred by the Company in connection therewith and (ii) any opinions of counsel required by the Indenture as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Senior Notes Redemption shall be delivered by Parent and its counsel to the extent required to be delivered at or after the First Merger Effective Time.

  • Senior Subordinated Notes (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

  • Agreement Documents 1. This Agreement consists of the following documents: (a) This Agreement; (b) The General Terms and Conditions for Programme Cooperation Agreements appended hereto; (c) Any Programme Documents concluded hereunder; and (d) Any Special Conditions established with regard to a particular programme, IP, or Programme Document, attached to this Agreement.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.