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Bidco may (by novation or daylight refinancing) cause any operating Subsidiary to become the borrower of any Advance originally made to any Newco provided that the Facility Agent is satisfied that (a) it is not materially prejudicial to the interests of any Senior Finance Party, the relevant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.
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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...
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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...
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Related to Debt Pushdown

  • Bridge Loan (a) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

  • Debt Due (a) If the LHIN requires the re-payment by the HSP of any Funding, the amount required will be deemed to be a debt owing to the Crown by the HSP. The LHIN may adjust future funding instalments to recover the amounts owed or may, at its discretion direct the HSP to pay the amount owing to the Crown and the HSP shall comply immediately with any such direction. (b) All amounts repayable to the Crown will be paid by cheque payable to the “Ontario Minister of Finance” and mailed or delivered to the LHIN at the address provided in section 13.1.

  • Acquisition Loans Each Acquisition Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Date.

  • Debt Issuances Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.