Treatment of Senior Notes Sample Clauses

Treatment of Senior Notes. The Company will treat the Senior Notes as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Senior Notes as interest, for all U.S. federal income tax purposes. All payments in respect of the Senior Notes will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W–9 or W-8BEN or any other applicable form (or any substitute or successor form) establishing a complete exemption from U.S. withholding tax.
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Treatment of Senior Notes. (a) Provided that the provisions of Sections 6.11(e) and 6.11(f) are satisfied, the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, use their reasonable best efforts to commence, simultaneously with the commencement of the Offer or at any time thereafter, or Parent or any of its Affiliates may at any time commence, an offer to purchase (the “Debt Offer”) all of the outstanding aggregate principal amount of the 8.875% Senior Notes due 2015 (the “Senior Notes”), and/or to solicit the consent (the “Consent Solicitation“, together with the Debt Offer, the “Debt Transaction“) of the holders of the Senior Notes to certain amendments to the indenture governing the Senior Notes (the “Indenture Amendments“), in each case, on terms and conditions in this Section 6.11 and otherwise specified by Parent; provided, that the Indenture Amendments shall be set forth in the offer to purchase, related letter of transmittal, consent solicitation and/or other related documents (collectively, the “Debt Transaction Documents“) necessary to consummate the Debt Transaction and the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the Debt Transaction Documents; provided, further, that prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures in connection with the Debt Transaction or (ii) take any action that could obligate the Company or any of its Subsidiaries to repurchase any Senior Notes or incur any additional obligations to the holders of the Senior Notes prior to the consummation of the Debt Transaction. Any mailings to holders of the Senior Notes shall be subject to the reasonable approval of the Company and Parent. The terms and conditions specified by Parent for the Debt Transaction shall be only such terms and such conditions as are customarily included in similar transaction involving debt securities similar to the Senior Notes and otherwise in compliance with applicable laws. If the Debt Transaction is commenced prior to the Effective Time, the closing of the Debt Transaction shall be expressly conditioned on the completion of the Merger, and the Debt Transaction shall in all cases be conducted in compliance with applicable laws, including SEC rules and regulations. None of the Senior Notes shall be required to be purchased prior to the Effective Time. The Company, Purchaser and Parent shall, and s...
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Treatment of Senior Notes. The Company will treat the Senior Notes as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Senior Notes as interest, for all U.S. federal income tax purposes. All payments in respect of the Senior Notes will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax purposes, or any other applicable form establishing a complete exemption from U.S. withholding tax.
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Treatment of Senior Notes. (a) The Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to commence, as promptly as reasonably practicable, at Parent’s expense, after the receipt of a written request from Parent to do so, tender offers to purchase, and any related consent solicitations with respect to, the Senior Notes on such terms and conditions as specified by Parent and in compliance with all applicable terms and conditions of the Indenture (collectively, the “Debt Offers”); provided that (i) the provisions of Sections 5.12(d) and 5.12(e) shall have been satisfied, and shall continue to be satisfied, in all respects, (ii) Parent shall have provided the Company with the offer to purchase, related letter of transmittal, and other related documents (collectively, the “Offer Documents”) and (iii) the closing of the Debt Offers shall be conditioned on the Closing and shall otherwise comply with all applicable Laws and SEC rules and regulations. The terms and conditions specified by Parent for the Debt Offers shall be only such terms and conditions as are customarily included in offers to purchase debt securities similar to the Senior Notes and in similar situations and shall otherwise be in compliance with all applicable Laws and the terms and conditions of the Indenture. Nothing in this Section 5.12 or in any other provision of this Agreement shall require the Company or any of its Affiliates to purchase, or accept for purchase, any Senior Notes tendered or otherwise submitted for payment prior to the Effective Time. The parties hereto shall, and shall cause their respective Subsidiaries to, and shall use their respective commercially reasonable efforts to cause their respective representatives to, provide cooperation reasonably requested by the other in connection with the Debt Offers.
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Treatment of Senior Notes. 58 SECTION 10.8. Change in Control ......................................... 58 SECTION 10.9. Calculation Agent ......................................... 59 ARTICLE XI Redemption of Senior Notes
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Treatment of Senior Notes. (a) Parent and Merger Sub shall, at Parent’s expense, prepare all necessary and appropriate documentation in connection with the repurchase or redemption and satisfaction and discharge of the outstanding Senior Notes pursuant to offers to repurchase all of the Senior Notes upon a change of control in accordance with the applicable Indenture (each, a “Change of Control Offer” and together, the “Change of Control Offers”), a tender offer (a “Tender Offer”), a consent solicitation (a “Consent Solicitation”) and/or other liability management transaction, including redemptions (a “Liability Management Transaction”), including (i) notices of redemption, notices of offers to purchase and/or consent solicitation statements for or in respect of all of the outstanding Senior Notes and (ii) all other documents as may be reasonably necessary or appropriate to issue as of or prior to the Closing for the redemption, repurchase, satisfaction and discharge or tender of the Senior Notes (collectively, the “Senior Notes Documents”). The parties hereto shall reasonably cooperate with each other in the preparation of any Senior Notes Documents. The Senior Notes Documents shall be subject to the prior review of, and comment by, the Company and its legal counsel, and shall be reasonably acceptable to them.
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Treatment of Senior Notes. Subject to the immediately following sentence, the Company shall use its reasonable best efforts to effect the discharge of the 4.50% Senior Notes due 2023 (the “Notes”) issued by the Company pursuant to Section 8.01(a) of the indenture (as supplemented) governing the Notes (the “Notes Indenture”) substantially concurrently with, but not prior to, the Closing (the “Notes Discharge”). On the Closing Date,
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Related to Treatment of Senior Notes

  • The Senior Notes Section 2.01.

  • Treatment of Securities The Company will treat the Securities as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Securities as interest, for all U.S. federal income tax purposes. All payments in respect of the Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax purposes, or any other applicable form establishing a complete exemption from U.S. withholding tax.

  • Treatment of Note To the extent permitted by generally accepted accounting principles, the Company will treat, account and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state or local tax authorities.

  • 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.

  • Replacement of Notes Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

  • Cancellation of Notes Paid, Etc All Notes surrendered for the purpose of payment, repurchase, conversion, exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent or any Note Registrar or any Conversion Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request. If the Company shall acquire any of the Notes, such acquisition shall not operate as satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

  • Retirement of Notes The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B or 4C or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes of any Series held by any holder unless the Company or such Subsidiary or Affiliate shall have offered to prepay or otherwise retire or purchase or otherwise acquire, as the case may be, the same proportion of the aggregate principal amount of Notes of such Series held by each other holder of Notes of such Series at the time outstanding upon the same terms and conditions. Any Notes so prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates shall not be deemed to be outstanding for any purpose under this Agreement, except as provided in paragraph 4E.

  • Treatment of Unexchanged Shares No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or shares of Company Common Stock held in book-entry form) with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(f), until the surrender of such Certificate (or shares of Company Common Stock held in book-entry form) in accordance with this Article II. Subject to escheat, Tax or other applicable Law, following surrender of any such Certificate (or shares of Company Common Stock held in book-entry form), there shall be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

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