Examples of Series B Closing Day in a sentence
As of the Series B Closing Day, the Federal income tax liabilities of the Company and its Subsidiaries subject to United States income taxes have been determined by the Internal Revenue Service and paid for all fiscal years up to and including the fiscal year ended January 31, 2012.
Effective upon the Series B Closing Day, this Agreement shall, and hereby does, amend, restate and replace in its entirety the Original Shelf Agreement which, as so amended and restated by this Agreement, continues in full force and effect without rescission or novation thereof.
If, at the Series B Closing Day, the Company shall fail to tender such Notes to any Series B Purchaser as provided above in this Section 3(a), or any of the conditions specified in Section 4 shall not have been fulfilled to such Series B Purchaser’s satisfaction, such Series B Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.
If such Closing Day is not the Series B Closing Day, each Purchaser and holder of a Note shall have received a Confirmation and Reaffirmation of Guaranty in the form of Exhibit 4.7(b) dated as of such Closing Day.
Effective upon the Series B Closing Day, the Original Shelf Agreement will no longer have any Original Series A Notes outstanding.
Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Series B Purchasers and the Series B Purchasers will purchase from the Company, at the Series B Closing Day provided for in Section 3(a), Series B Notes in the principal amounts specified below its name in Schedule A at the purchase price of 100% of the principal amount thereof.
If such Closing Day is the Series B Closing Day, each of the Guarantors shall have delivered to each Purchaser a certificate, signed on its behalf by its Secretary or one of its Assistant Secretaries, dated the Series B Closing Day, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Guaranty Agreement.
The Company will pay to each Purchaser in immediately available funds a fee (herein called the “Issuance Fee”) on each Closing Day (excluding the Series B Closing Day) in an amount equal to 0.10% of the aggregate principal amount of Notes sold to such Purchaser on such Closing Day.
Schedule 8A hereto is an accurate and complete list of all Subsidiaries as of the Series B Closing Day, including the jurisdiction of incorporation and ownership of all such Subsidiaries.
The Company covenants that it will not, and it will not permit any Subsidiary of the Company to, engage in any business if, as a result thereof, the general nature of the businesses of the Company and its Subsidiaries, taken as a whole, would be substantially changed from the businesses of the Company and its Subsidiaries as conducted as of the Series B Closing Day.