Use of Proceeds of the New Money Notes Clause Samples
Use of Proceeds of the New Money Notes. Within 60 days of the Issue Date, the Issuer shall commence an offer to all holders of the Notes to repurchase the Notes for a total consideration of €250,000,000 (or its equivalent) at a purchase price of 94.4% of the principal amount of the Notes; provided, that (i) if the total consideration for the tendered Notes would exceed €250,000,000 (or its equivalent) if all tendered Notes were to be accepted for repurchase, then the aggregate principal amount of any Notes to be accepted for repurchase shall be reduced by the same factor for each series of the Notes so that the total consideration shall be €250,000,000 (or its equivalent) and (ii) any such offer to repurchase is made in accordance with this Section 4.25 and must comply with Section 3.09.
Use of Proceeds of the New Money Notes. The Company shall not permit the proceeds of the New Money Notes to be used for any purpose other than: (i) to finance capital expenditures and developmental capital and (ii) to fund transaction fees and expenses incurred under the Note Purchase Agreement or any other Note Document. For the avoidance of doubt, the commitments in respect of the New Money Notes have terminated prior to the date hereof. No Note Party nor any Person acting on behalf of the Company has taken or will take any action which causes any of the Note Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If reasonably requested by the Trustee or the Majority Holder Designee, or if there is no Majority Holder Designee, the Applicable Holders, the Company will furnish to the Trustee and each Holder party hereto FR Form U 1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Company will not issue any Note, and the Company shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Note:
(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or
(iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Use of Proceeds of the New Money Notes. The Issuer shall not permit the proceeds of the Notes to be used for any purpose other than those permitted by Section 10.1(cc). No Note Party nor any Person acting on behalf of the Issuer has taken or will take any action which causes any of the Note Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If reasonably requested by the Agent or the Majority Holders, the Issuer will furnish to the Agent and each Holder FR Form U 1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Issuer will not issue any Note, and the Issuer shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Note:
(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws,
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or
(iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.