Qualified Debt Offering definition

Qualified Debt Offering means, at the option of the Borrowers, in each case, pursuant to and in accordance with the terms of Section 9.9(f) hereof, one or more (i) term loans made to the Borrowers or Guarantors after the Effective Date or (ii) senior notes issued by any Borrower or Guarantor after the Effective Date.

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Qualified Debt Offering means any incurrence of indebtedness for borrowed money, on or before the Closing Date, resulting in net proceeds to Parent of at least $5,000,000 but no more than $10,000,000, on terms and conditions reasonably satisfactory to VTBH

Qualified Debt Offering means an Incurrence by the Guarantor or a Restricted Subsidiary of Debt to banks or other financial institutions or pursuant to a domestic note offering in Poland in an aggregate principal 14 amount that, when taken together with Debt outstanding under the Bank Credit Facility and Refinancing Debt Incurred in respect thereof, does not exceed, and with maturities that would not result in amounts exceeding, the amounts of Debt permitted under Section 4.09(b)(ii) or clause (a) of Section 4.16.

Examples of Qualified Debt Offering in a sentence

• Section 12.9(b)(ii) of the Loan Agreement is hereby amended by deleting the reference to “(if applicable)” therein and replacing it with “(in the event a Qualified Debt Offering is consummated)”.

• Section 9.16(d)(ii) is hereby amended by deleting the reference to “the Mezzanine Note Documents, the documents governing the Qualified Debt Offering (if applicable)” and replacing it with “the Term Loan Documents”.

• Borrowers and Guarantors shall not, and shall not permit any Subsidiary to, designate any Indebtedness, other than the Obligations and any Qualified Debt Offering, as “Designated Senior Debt”, or any similar term under and as defined in the agreements relating to any Indebtedness of Borrowers or Guarantors, including Indebtedness of any Borrower or Guarantor evidenced by any of the documents governing the Qualified Debt Offering, which contains such designation.

• The Lenders acknowledge that, in the event a Qualified Debt Offering is consummated, it shall be secured by Liens on the Collateral and that the exercise of certain of the rights and remedies of Administrative Agent under the Financing Agreements may be subject to the provisions of the Qualified Debt Intercreditor Agreement.

• Borrowers and Guarantors shall not, and shall not permit any Subsidiary to, designate any Indebtedness, other than the Obligations, as “Designated Senior Debt”, or any similar term under and as defined in the agreements relating to any Indebtedness of Borrowers or Guarantors, including Indebtedness of any Borrower or Guarantor evidenced by the Qualified Debt Offering Documents, which contains such designation.

More Definitions of Qualified Debt Offering

Qualified Debt Offering means, at the option of the Borrowers, in each case, pursuant to and in accordance with the terms of Section 7.2.2(l) hereof, any or a combination of (i) term loans made to the Borrowers or Guarantors after the date hereof, (ii) notes or other securities issued by any Borrower or Guarantor after the date hereof (including notes or other securities issued by ▇▇▇▇-▇▇▇▇▇ convertible into Capital Securities of ▇▇▇▇-▇▇▇▇▇, so long as, no Change in Control would occur as a result of such conversion and, in the case of a conversion to preferred stock as described in clause (h) of the definition of “Indebtedness,” such conversion would be in compliance with the requirements of Section 7.2.2(l) hereof) or (iii) an offering of preferred stock (including preferred stock convertible into other Capital Securities of ▇▇▇▇-▇▇▇▇▇) of ▇▇▇▇-▇▇▇▇▇ (or other Capital Securities convertible into such preferred stock) as described in clause (h) of the definition of “Indebtedness”; provided, that, the foregoing shall not be deemed to permit any Change in Control occurring as a result of such issuance of or conversion to any Capital Securities of ▇▇▇▇-▇▇▇▇▇ having the requisite voting power as provided in the definition of the term Change in Control.

Qualified Debt Offering means any incurrence of indebtedness for borrowed money, on or before the Closing Date, resulting in net

Qualified Debt Offering in Section 1.1 of the Existing Loan Agreement shall be amended by adding the following at the end thereof: “It is understood and agreed that the Additional Debt Financing shall constitute a part of a“Qualified Debt Offering and shall constitute First Lien Obligations (as defined in the Subordination Agreement).”

Qualified Debt Offering means any issuance or sale by Parent Company in a public or private sale of promissory notes, debentures or other debt obligations of Parent Company provided that (A) such debt obligations are issued or sold for cash only, (B) the Net Cash Proceeds of the issuance or sale are applied to repay certain Loans in accordance with Section 2.8(b), (C) such debt obligations do not mature or permit principal payments prior to the December 20, 1999, (E) such debt obligations are unsecured, and (F) all terms and conditions of such debt obligations, including, but not limited to, the payment of principal thereunder and the representations and warranties contained therein, are approved in writing by all the Banks.

Qualified Debt Offering means any bona fide, firm commitment, underwritten offering to the public by Alliance of its Indebtedness or any private placement by Alliance of its Indebtedness or any bank financing obtained by Alliance, in each case evidenced by notes, bonds, debentures or similar debt instruments, pursuant to an effective registration statement under the Securities Act, as then in effect, or any comparable statement under any similar federal statute then in force in the case of any offering to the public or pursuant to an applicable exemption under the Securities Act or any similar federal statute then in force in the case of any private placement or bank financing.

Qualified Debt Offering means the sale of debt securities by the Company ----------------------- resulting in aggregate proceeds (after taking into account underwriting discounts and commissions) of at least $50,000,000 being received by the Company; provided that a Qualified Debt Offering shall include the sale of debt securities by the Company to a syndicate of investors led by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ (the "ML Offering") so long as (i) the aggregate gross proceeds is at least $30,000,000 (ii) the proceeds from the ML Offering will be used in connection with the Company's wireless communications and ancillary activities in Latin America for the period of nine months from the date hereof unless 75% of the holders of the Notes (or the shares of Series C Preferred) otherwise agree, and (iii) such sale occurs no later than January 31, 1998.

Qualified Debt Offering means the offering of debt securities resulting in aggregate gross proceeds to the Borrower in the amount of at least $75 million (including any term loans (excluding any PIK Interest) made by KFT Trust under this Amendment on or after the First Amendment Effective Date), as amended, supplemented, modified, restated or refinanced from time to time.”