Pari Passu Offer definition

Pari Passu Offer means an offer by the Company or a Guarantor to purchase all or a portion of Pari Passu Indebtedness to the extent required by the indenture or other agreement or instrument pursuant to which such Pari Passu Indebtedness was issued.
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Pari Passu Offer means an offer by the Company or a Subsidiary Guarantor to purchase all or a portion of Pari Passu Indebtedness to the extent required by the indenture or other agreement or instrument pursuant to which such Pari Passu Indebtedness was issued.
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Pari Passu Offer has the meaning set forth in Section 4.14(c) hereof.
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Examples of Pari Passu Offer in a sentence

  • Upon the completion of the purchase of all the Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

  • To the extent that the aggregate Offered Price of the Securities tendered pursuant to the Offer is less than the Security Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes.

  • Upon the completion of the purchase of all the Notes tendered pursuant to an Offer to Purchase and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

  • Upon completion of the purchase of all the Securities tendered pursuant to an Offer and repurchase of the Pari Passu Indebtedness pursuant to a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

  • However, in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt.


More Definitions of Pari Passu Offer

Pari Passu Offer. 912 "Permanent Regulation S Global Security" 201 "Permitted Payment" 909 "Physical Securities" 201 "Private Placement Legend" 211 "Purchase Date" 912 "refinancing" 909 "Required Filing Dates" 916 "Restricted Global Security" 201 "Restricted Payments" 909 "Restricted Period" 201 "Security Register" 204 "Security Registrar" 204 "Special Payment Date" 206 "Supplemental Indenture" 701 "Surviving Entity" 701 "Temporary Regulation S Global Security" 201 "Transferee Securities Certification" 211 "U.S. Government Obligations" 304 Section 103. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate to the effect that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel to the effect that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of any certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:
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Pari Passu Offer has the meaning assigned to such term in Section 6.04(e).
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Pari Passu Offer has the meaning specified in Section 10.14.
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Pari Passu Offer has the meaning set forth in Section 3.8 hereof.
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Pari Passu Offer. 1012 "Permitted Payments" 1209 "Required Filing Date" 1020 "Restricted Payments" 1009 "Security Amouxx" 0000 "Security Register" 305 "Security Registrar" 305 "Special Payment Date" 307 "Surviving Entity" 801 "U.S. Government Obligations" 404 Xxxxxxx 000. Xompliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company and any other obligor on the Securities (if applicable) shall furnish to the Trustee an Officers' Certificate in a form and substance reasonably acceptable to the Trustee stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, and an Opinion of Counsel in a form and substance reasonably acceptable to the Trustee stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such certificates or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:
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Pari Passu Offer means, for purposes of this Section 11.13, that Zale xxxll be required to reduce the Total Commitment and prepay the Obligations hereunder by the "Pari Passu Debt Amount" referred to therein in accordance with the provisions thereof. For purposes of this Section 11.13, the phrase in clause (i) of Section 1012 of the Note Indenture "the Securities, in the case of the Company, and the Guarantees, in the case of a Restricted Subsidiary that is a Guarantor" and the phrase in clause (ii) of Section 1012 of the Note Indenture "the Securities and Guarantees in the case of a Restricted Subsidiary that is a Guarantor," shall each be replaced by "the Obligations." For purposes of this Section 11.13, the requirement in paragraph (a) of Section 1013 of the Note Indenture that a "Restricted Subsidiary" become a "Guarantor" under certain circumstances shall be a requirement that such "Restricted Subsidiary" deliver to the Agent a guarantee of the Obligations under such circumstances in form and substance reasonably satisfactory to the Agent and the Lenders. The incorporation by reference of certain covenants in this Section 11.13 shall include the incorporation herein of any provisions of such covenants in the Note Indenture which by their terms expressly provide that Zale xxx its Subsidiaries shall not be subject to such covenants upon the occurrence of certain events. The incorporation by reference of certain covenants in this Section 11.13 shall also include the incorporation herein of the grace period provided for certain of such incorporated covenants contained in Section 501(d) of the Note Indenture, the failure to comply with any of such covenants not constituting an Event of Default under this Credit Agreement until 45 days after written notice of such failure has been given to the Borrowers by the Agent.
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