Debt Offering Documents definition

Debt Offering Documents shall have the meaning set forth in Section 5.14(b)(i).
Sample 1Sample 2
Debt Offering Documents means all offering documents, private placement memoranda, bank information memoranda and similar documents required for the Debt Financing, including the Information Materials and the Offering Documents (each as defined in the Debt Commitment Letter).
Sample 1Sample 2
Debt Offering Documents means each offering circular or memorandum and registration statement (including any preliminary or final prospects contained therein) relating to the Closing Date Financing.
Sample 1

Examples of Debt Offering Documents in a sentence

  • The Subscriber understands and agrees that in addition to restrictions on transfer imposed by applicable Securities Laws, the transfer of the Purchased Units will be restricted by the terms of the Debt Offering Documents.

  • In addition to the foregoing, the Company restates as if rewritten herein the Risk Factors set forth in the Debt Offering Documents.

  • The forward-looking statements, including financial projections, contained in the Debt Offering Documents were prepared in good faith; however, the Company does not warrant that such statements will ultimately become true.

  • Parent and the Company shall cooperate with each other in the preparation of the Debt Offering Documents.

  • Notwithstanding the foregoing provisions of this Section 5.12, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Form S-4, the Joint Proxy Statement or the Debt Offering Documents which were not supplied by or on behalf of Parent.

  • Parent shall, at the earlier of Closing or the termination of this Agreement in accordance with its terms, reimburse the Company and its Subsidiaries for all reasonable out of pocket costs incurred by the Company or its Subsidiaries in connection with the cooperation required by this Section 7.12, including in connection with the preparation of the Debt Offering Documents and the Pro Forma Financial Information.

  • Parent and Merger Sub acknowledge and agree that they are responsible for the preparation and content of Debt Offering Documents and the Pro Forma Financial Information and the Company and its Subsidiaries will not have any Liability in respect thereof.

  • Without limiting the obligations of Parent and Merger Sub pursuant to the immediately preceding sentence, Parent shall prepare and deliver to the Debt Financing Sources on a timely basis taking into account the Marketing Period (1) the Pro Forma Financial Information, (2) all Debt Offering Documents and (3) all necessary materials to obtain the debt ratings contemplated by Section 3 of the Debt Commitment Letter.

  • The Debt Offering Documents and all mailings to the holders of the Notes in connection with the Debt Offers shall be subject to the prior review and comment by each of the Company and Parent and/or their Representatives, subject to the terms and conditions of Section 6.19 of the Company Disclosure Schedule, and shall be reasonably acceptable to each of them.

  • Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4, the Joint Proxy Statement or the Debt Offering Documents which were not supplied by or on behalf of the Company.


More Definitions of Debt Offering Documents

Debt Offering Documents means the offering circular or memorandum relating to the senior notes offered in the Closing Date Financings as amended or supplemented.
Sample 1

Related to Debt Offering Documents

  • Offering Documents means the Canadian Offering Documents and the U.S. Offering Documents;

  • Subordinated Debt Documents means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there are no Subordinated Debt Documents.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Financing, including all credit agreements, loan documents, purchase agreements, underwriting agreements, indentures, debentures and notes pursuant to which the Financing will be governed or contemplated by the Debt Commitment Letter.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Additional Senior Debt Documents means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Senior Collateral Documents.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Offering Document means the prospectus or other document (issued by the Management Company with written consent of the Trustee and approved by the Commission) which contains the investments and distribution policy, unit structure(s) and all other information in respect of the Unit Trust, as required by the Rules and Regulations and is circulated to invite offers by the public to invest in the Scheme.

  • Second Lien Notes Documents means the Second Lien Notes, the Second Lien Notes Indenture, the Second Lien Notes Security Documents and all other documents executed and delivered with respect to the Second Lien Notes or Second Lien Notes Indenture, as in effect on the Effective Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • Senior Documents means, collectively, with respect to any Senior Obligation, any provision pertaining to such Senior Obligation in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Senior Obligation.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Debt Documents means, collectively, the Credit Agreement, the Designated Indebtedness Documents, any Hedging Agreement evidencing or relating to any Hedging Agreement Obligations and the Security Documents.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Permitted Securitization Documents means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

  • Junior Documents means, collectively, with respect to any Junior Obligations, any provision pertaining to such Junior Obligation in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Junior Obligation.

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • First Lien Indebtedness means Consolidated Total Indebtedness that is secured by a Lien on the Collateral, except by a Lien that is junior to the Liens on the Collateral securing the First Lien Obligations.

  • Refinancing Documents means each of the agreements, documents and instruments entered into in connection with the Refinancing.

  • Senior Debt Documents means (a) the Credit Agreement Loan Documents and (b) any Additional Senior Debt Documents.

  • Junior Debt Documents means any agreement, indenture or instrument pursuant to which any Junior Debt is issued, in each case as amended to the extent permitted under the Loan Documents.

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).

  • Exit Facility Documents means, collectively, the Exit Credit Agreement, and all other agreements, documents, and instruments delivered or entered into in connection with the Exit Facility, including any guarantee agreements, pledge and collateral agreements, UCC financing statements or other perfection documents, intercreditor agreements, subordination agreements, fee letters, and other security documents.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Transaction Security Documents means each of the documents listed as being a Transaction Security Document in paragraph 2(e) of Part I of Schedule 2 (Conditions Precedent) of the 2009 Financing Agreement and any document required to be delivered to the Administrative Agent under paragraph 3(d) of Part II of Schedule 2 (Conditions Precedent) of the 2009 Financing Agreement together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents (and any other Debt Documents).

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.