Debt Pushdown Clause Samples
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Debt Pushdown. Subject to Clause 22.1 (Acceding Borrowers), Bidco may (by novation or daylight refinancing) cause any operating Subsidiary to become the borrower of any Advance originally made to any Newco provided that the Facility Agent is satisfied that (a) it is not materially prejudicial to the interests of any Senior Finance Party, the relevant existing Security Interests, the relevant existing Guarantors and the obligations of the Obligors, (b) it would not result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 13.1 (Illegality), Clause 12 (Taxes) or Clause 13.2 (Increased Costs) and (c) no Potential Event of Default or Event of Default is continuing or would arise as a result thereof, and is otherwise on terms acceptable to the Facility Agent and Bidco.
Debt Pushdown. (a) To the extent necessary in order to implement the Debt Pushdown, a member of the Target Group which has become an Additional Borrower (or in the case of any Phase Two Dividend, if applicable following a Permitted Reorganisation pursuant to paragraph (a) or paragraph (d) of the definition of “Permitted Reorganisation”, Bidco) may borrow all or any part of a Term Facility (being a Facility A Loan, a Facility B Loan or, as the case may be, a Facility C Loan) or, as the case may be, the Revolving Facility previously advanced to the Company for application in the manner contemplated by this Clause 3.2.
(b) On the date of any Debt Pushdown the relevant Lenders will advance Term Loans under Facility A2, Facility A2 Swiss, Facility B2, Facility B2 Swiss, Facility C2, Facility C2 Swiss and Cash Bridge Facility B or, as the case may be, Revolving Facility Loans under the Revolving Facility (in amounts which are proportionate to their respective outstandings at the date such Term Loans or, as the case may be, Revolving Facility Loans are made) to the Additional Borrower or Borrowers as are requested provided that each such Borrower will be a member of the Target Group. On each such date the Target shall pay a distribution to Bidco (or, if applicable, the Phase Two Entity shall pay a distribution to the Company) in an amount equal to and in the same currency as, the Term Loans so advanced, less, to the extent applicable, any distribution required to be paid by the Target (or, if applicable, the Phase Two Entity) to any minority shareholders of the Target (or, if applicable, the Phase Two Entity). On the same day as such Loans are made and such dividend is paid, or, as the case may be, where a Permitted Reorganisation regarding Bidco and the Target has taken place, on the date of any Debt Pushdown, Bidco (or, if applicable, the Phase Two Entity) shall pay a distribution, undertake a reduction in its share capital or, as the case may be, lend to the Company (or any combination thereof) an amount such that, as a result thereof, and on such date the Company is able to repay Term Loans advanced under Facility A1, Facility B1, Facility C1 and Cash Bridge Facility A or, as the case may be, Revolving Facility Loans advanced under the Revolving Facility in an amount equal to the amount so received.
(c) The Term Loans and the Revolving Facility Loans advanced by the Lenders in the manner contemplated in paragraph (b) above shall only be made provided that each of the follow...
Debt Pushdown. 120
(a) Bidco shall procure that any outstandings under the:
(i) Term Facilities are repaid pursuant to:
(A) an increase in Commitments (as defined in and) in accordance with clause 2.2 (Increase) of the Refinancing Facilities Agreement; or
(B) an Additional Facility (as defined in and) in accordance with clause 2.4 (Additional Facilities) and clause 2.6 (Acquisition Facilities Refinancing), in each case, of the Refinancing Facilities Agreement, and that all of the commitments in relation to such facilities are cancelled in full; and
(iI) the Revolving Facility (or an Additional Facility which is a revolving facility) are repaid pursuant to an Revolving Facility Refinancing Advance and that all of the Available Commitments in relation to the Revolving Facility are cancelled in full, (together, the “Debt Pushdown”) in each case, as soon as reasonably practicable following the Full Ownership Date provided that the completion of the Debt Pushdown shall be subject to obtaining positive or neutral works council advice (advies) (unconditional or with conditions acceptable to Bidco).
(b) If following the Settlement Date and Post Acceptance Period (as each such term is defined in the Ziggo Acquisition Agreement) Liberty Global plc directly or indirectly owns shares in Ziggo N.V. representing at least 80 per cent. of the outstanding shares in Ziggo N.V., Bidco shall use commercially reasonable endeavours to implement and complete the Asset Sale and Liquidation, a statutory squeeze out or any other method to procure that the Full Ownership Date occurs as soon as reasonably practicable following the expiry of the Settlement Date and Post Acceptance Period (as each such terms are defined in the Ziggo Acquisition Agreement) provided that Bidco shall not have any obligation under this Clause if:
(i) any minority shareholder in Ziggo N.V. has commenced or threatened to commence any litigation or other proceedings before any court, arbitral body, agency or other administrative body (“Proceedings”) in relation to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to procure that the Full Ownership Date occurs or any other matters referred to in this paragraph (b);
(ii) Bidco is of the opinion that a minority shareholder in Ziggo N.V. or any other person may commence Proceedings in relation to the matters referred to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to...