Explicit Replacement Covenant means, as to any security or combination of securities, (i) a covenant substantially similar to this Replacement Capital Covenant or (ii) a replacement capital covenant that the Board of Directors, acting in good faith and in its reasonable discretion and reasonably construing the definitions and other terms of this Replacement Capital Covenant, has determined operates to the effect that the issuer will redeem, defease or purchase such securities, and any Subsidiaries of the issuer will purchase such securities, only if and to the extent that the applicable percentage of the amount raised within the 180-day period preceding the applicable redemption, defeasance or purchase date by issuing specified replacement capital securities having terms and provisions at the time of redemption, defeasance or purchase that are as much or more equity-like than the securities then being redeemed, defeased or purchased, is at least equal to the principal amount of the securities being defeased or the applicable redemption or purchase price, provided that the board of directors of the issuer has determined that such covenant is binding on the issuer for the benefit of one or more series of the long-term indebtedness for money borrowed of the issuer (or an affiliate of the issuer, if the covenant so provides) to the same extent as this Replacement Capital Covenant is binding on the Corporation for the benefit of the Holders of the Initial Covered Debt.
Explicit Replacement Covenant means, as to any security or combination of securities, that the Corporation has made a covenant, substantially similar to the Replacement Capital Covenant to the effect that the Corporation will redeem or repurchase such securities only if and to the extent that the total redemption or repurchase price is equal to or less than the Replacement Capital Securities as defined herein but as applied to such securities instead of to the Securities, and that the Corporation has reasonably determined, after consultation with counsel, that such covenant is binding on the Corporation for the benefit of one or more series of the Corporation’s long-term indebtedness for money borrowed.
Explicit Replacement Covenant means, as to any security or combination of securities, that the issuer has made a covenant substantially similar to this Replacement Capital Covenant to the effect that the issuer will redeem or repurchase such securities only if and to the extent that the redemption or repurchase price is equal to or less than the net proceeds received from the issuance and sale of Replacement Capital Securities, substantially as that term is defined herein but as applied to such securities instead of to the Notes, raised within 180 days prior to the applicable redemption or repurchase date, and that the board of directors of the issuer has determined that such covenant is binding on the issuer for the benefit of one or more series of the long-term indebtedness for money borrowed of the issuer (or an affiliate of the issuer, if the covenant so provides) to the same extent as this Replacement Capital Covenant is binding on the Corporation for the benefit of the Holders of the Initial Covered Debt.
Examples of Explicit Replacement Covenant in a sentence
For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant.
For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant.
More Definitions of Explicit Replacement Covenant
Explicit Replacement Covenant means, as to any security or combination of securities, that the issuer has made a covenant substantially similar to this Replacement Capital Covenant to the effect that the issuer will redeem, defease or purchase, and any Subsidiaries of the issuer will purchase, such securities only if and to the extent that the applicable percentage of the amount raised through the issuance of specified replacement capital securities that have terms and provisions at the time of redemption, defeasance or purchase that are as much or more equity-like than the securities then being redeemed, defeased or purchased, raised within 180 days prior to the applicable redemption, defeasance or purchase date, and that the board of directors of the issuer has determined that such covenant is binding on the issuer for the benefit of one or more series of the long-term indebtedness for money borrowed of the issuer (or an affiliate of the issuer, if the covenant so provides) to the same extent as this Replacement Capital Covenant is binding on the Corporation for the benefit of the Holders of the Initial Covered Debt; provided that the term of such Explicit Replacement Covenant shall be determined at the time of issuance of the related Replacement Capital Securities taking into account the other characteristics of such securities.
Explicit Replacement Covenant means, as to any security or combination of securities, that the Corporation has made a covenant substantially similar to the Replacement Capital Covenant to the effect that the Corporation will redeem or repurchase such securities only if and to the extent that the total redemption or repurchase price is equal to or less than the net proceeds received from the issuance and sale of Replacement Capital Securities, substantially as defined herein but as applied to such securities instead of to the Notes, raised within 180 days prior to the applicable redemption or repurchase date, and that the Board of Directors has determined that such covenant is binding on the Corporation for the benefit of one or more series of the Corporation’s long-term indebtedness for money borrowed to the same extent as this Replacement Capital Covenant is binding on the Corporation for the benefit of the Holders of the Initial Covered Debt.
Explicit Replacement Covenant means, as to any security or combination of securities, that the Corporation has made a covenant, substantially similar to the Replacement Capital Covenant, to the effect that the Corporation will redeem or repurchase such securities only if and to the extent that the total redemption or repurchase price is equal to or less than the sum of (i) 133.33% of the aggregate net cash proceeds received by the Corporation or its Subsidiaries during the 180 days prior to the applicable redemption or repurchase date from the issuance and sale of Common Stock plus (ii) 100% of the aggregate net cash proceeds received by the Corporation or its Subsidiaries during the 180 days prior to the applicable redemption or repurchase date from the issuance and sale of Replacement Capital Securities as defined herein other than Common Stock, but as applied to such securities instead of to the Shares (as applicable), and that the Corporation has reasonably determined, after consultation with counsel, that such covenant is binding on the Corporation for the benefit of one or more series of the Corporation’s or U.S. Bank’s long-term indebtedness for money borrowed.
Explicit Replacement Covenant means, as to any Qualifying Preferred Stock, that the Issuer has made a covenant that the Issuer will redeem or repurchase such Qualifying Preferred Stock only if and to the extent that the total redemption or repurchase price is equal to or less than the New Equity Amount as defined herein but as applied to such Qualifying Preferred Stock instead of to the Shares, and that the Issuer’s Board of Directors has reasonably determined, after consultation with counsel, that such covenant is binding on the Issuer for the benefit of one or more classes of the Issuer’s long-term indebtedness for money borrowed.
Explicit Replacement Covenant means, as to any security or combination of securities, that the Corporation has made a covenant substantially similar to the Replacement Capital Covenant to the effect that the Corporation will redeem or repurchase such securities only if and to the extent that the total redemption or repurchase price is equal to or less than the net proceeds received from the issuance and sale of replacement capital securities, as defined therein, and that the Corporation has reasonably determined, after consultation with counsel, that such covenant is binding on the Corporation for the benefit of one or more series of the Corporation’s or KeyBank’s long-term indebtedness for money borrowed.
Explicit Replacement Covenant means, as to any security or combination of securities, that the Corporation has made a covenant, substantially similar to the Replacement Capital Covenant, to the effect that the Corporation will redeem or repurchase such securities only if and to the extent that the total redemption or repurchase price is equal to or less than the sum of (i) 133.33% of the aggregate net cash proceeds received by the Corporation or its Subsidiaries during the 180 days prior to the applicable redemption or repurchase date from the issuance and sale of Common Stock plus (ii) 100% of the aggregate net cash proceeds received by the Corporation or its Subsidiaries during the 180 days prior to the applicable redemption or repurchase date from the issuance and sale of Replacement Capital Securities as defined herein other than Common Stock, but as applied to such securities instead of to the Securities, and that the Corporation has reasonably determined, after consultation with counsel, that such covenant is binding on the Corporation for the benefit of one or more series of the Corporation’s or Washington Mutual Bank’s long-term indebtedness for money borrowed.
Explicit Replacement Covenant means, as to any security or combination of securities, that the Company has made a covenant, substantially similar to this Replacement Capital Covenant, to the effect that the Company shall redeem such securities only if and to the extent that the total redemption price is equal to or less than the sum of (i) one hundred thirty three and one third percent (133.33%) of the aggregate net cash proceeds received by the Company or its Subsidiaries during the one hundred eighty (180) days prior to the applicable redemption date from the issuance and sale of Common Equity Securities, plus (ii) one hundred percent (100%) of the aggregate net cash proceeds received by the Company or its Subsidiaries during the one hundred eighty (180) days prior to the applicable redemption date from the issuance and sale of Replacement Capital Securities other than Common Equity Securities, but as applied to such securities instead of to the Preferred Membership Interests (as applicable), and that the Company has reasonably determined, after consultation with its legal counsel, that such covenant is binding on the Company for the benefit of one (1) or more series of the Company’s long term indebtedness for money borrowed.