Examples of Existing Holdings Notes in a sentence
Other than as set forth on Schedule 3.12, all Senior Notes, Affinion Investments Notes and Existing Holdings Notes shall have been exchanged pursuant to the 2017 Exchange.
The parties to this Agreement agree to treat the exchange of the Existing Holdings Notes for the Notes and the Financing Payment as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code with the Financing Payment being subject to tax pursuant to Section 356 of the Code.
All of the Existing DFG Notes, all indebtedness under the Existing Credit Agreement outstanding immediately prior to the date hereof and, to the extent the net proceeds of the DFG Senior Notes exceed $200,000,000, the Accreted Value of the Existing Holdings Notes outstanding immediately prior to the date hereof, in the amount of such excess shall have been redeemed out of the proceeds of the issuance of DFG Senior Notes and borrowings under the Credit Agreement.
On the Closing Date, such Purchaser’s exchange of the Existing Holdings Notes for the Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which it is subject, (b) not violate any Applicable Law (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any Applicable Law, which Applicable Law was not in effect on the date hereof.
DFG will redeem the Existing DFG Notes and indebtedness under the Existing Credit Agreement with proceeds of the DFG Senior Notes and, to the extent the net proceeds of the DFG Senior Notes exceed $200,000,000, DFG will dividend or loan such amount to the Company and the Company will redeem a portion of the Existing Holdings Notes in the amount of such excess.