Issuance of Senior Subordinated Notes Sample Clauses

Issuance of Senior Subordinated Notes. On or before the Closing Date:
Sample 1
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Issuance of Senior Subordinated Notes. On or prior to the Closing ------------------------------------- Date, Company shall have issued the Senior Subordinated Notes and shall have received at least $100,000,000 in gross proceeds therefrom. The terms and conditions of the Senior Subordinated Notes shall be substantially as described in the Senior Subordinated Notes Material and shall be in form and substance satisfactory to Syndication Agent and Arranger; provided that in any event the Senior -------- Subordinated Notes shall be unsecured and shall not mature or provide for any scheduled principal payments prior to the tenth anniversary of the Closing Date; and provided further that the negative covenants and default provisions shall be -------- ------- less restrictive than those contained in this Agreement. Company shall have delivered to Administrative Agent a fully executed or conformed copy of the Senior Subordinated Notes Indenture and a copy of the Senior Subordinated Notes Material.
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Issuance of Senior Subordinated Notes. On the Initial Borrowing ------------------------------------- Date and prior to the Acquisitions, (a) Holdings shall have received gross cash proceeds of at least $9,000,000 from the issuance of the Senior Subordinated Notes and the Borrower shall have utilized the full amount of such cash consideration to make payments owing in connection with the Transaction prior to utilizing any proceeds of any Loans for such purpose and (b) Holdings shall have received a binding commitment from the purchaser of the Senior Subordinated Notes to purchase up to an additional $6,000,000 of Senior Subordinated Notes. On or prior to the Initial Borrowing Date, there shall have been delivered to the Banks true and correct copies of all Senior Subordinated Loan Documents (certified as such by an appropriate officer of Holdings), and all of the terms and conditions of such Senior Subordinated Loan Documents (including, without limitation, the maturity, subordination provisions, covenants, events of default, interest rate and limitations on cash interest payable and conditions pursuant to which the additional Senior Subordinated Notes are required to be issued) shall be in form and substance satisfactory to the Agent and the Required Banks.
Sample 1
Issuance of Senior Subordinated Notes. (i) The Company shall have received aggregate net proceeds of not less than $75,000,000 (including amounts escrowed for the Acquisition of the GC Assets) in connection with the issuance by the Company of the Senior Subordinated Notes;
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Issuance of Senior Subordinated Notes. The Company shall have completed the offering of its Senior Subordinated Notes on substantially the same terms set forth in the preliminary offering circular, dated March 26, 1997 (the "Offering Memorandum"), distributed in connection with the Senior Subordinated Debt Financing.
Sample 1
Issuance of Senior Subordinated Notes. The Company shall have completed the offering of its Senior Subordinated Notes on substantially the same terms set forth in the Offering Memorandum.
Sample 1
Issuance of Senior Subordinated Notes. The Company proposes to, upon the terms and subject to the conditions set forth herein, issue and sell to the Initial Purchasers $364,000,000 aggregate principal amount at maturity of 12 1/4% Senior Subordinated Discount Notes due 2009 (the "Senior Subordinated Notes"). The Senior Subordinated Notes are more fully described in the Offering Memorandum referred to below. For purposes of this Purchase Agreement (this "Agreement"), the term "Subsidiaries" shall mean the entities listed on Schedules 1 and 2 hereto. The Subsidiaries listed on Schedule 2 are in the process of being merged with and into the Company. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The proceeds to the Company from the sale to the Initial Purchasers of the Senior Subordinated Notes will be used for general corporate purposes, including working capital and operating losses, and to fund a portion of the cost of the acquisition or construction of Telecommunications Related Assets (as described in the Offering Memorandum). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act of 1933, as amended (the "Act"), the Senior Subordinated Notes shall bear the following legend:
Sample 1
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Issuance of Senior Subordinated Notes. On or prior to the Closing Date, the Borrower shall have (i) entered into the Senior Subordinated Note Indenture on terms that are reasonably satisfactory to the Lead Arrangers, (ii) executed and delivered the Senior Subordinated Notes, (iii) delivered to the Administrative Agent true and correct copies, certified as such by an appropriate officer of the Borrower, of the Senior Subordinated Note Indenture, each of the Senior Subordinated Notes as originally executed and delivered and each of the other Senior Subordinated Note Documents, each of which shall be in full force and effect, (iv) received gross cash proceeds of at least $150,000,000 from the issuance of the Senior Subordinated Notes (it being understood that such gross cash proceeds shall include all amounts directly applied to pay underwriting and placement commissions and discounts and related fees) and (v) utilized the full amount of such cash proceeds to make payments owing in connection with the Transaction prior to or concurrently with the utilization of any proceeds of the Loans for such purpose.
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Issuance of Senior Subordinated Notes 
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Related to Issuance of Senior Subordinated Notes

  • Senior Subordinated Notes The subordination provisions contained in the Senior Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable against the Borrower and the holders of the Senior Subordinated Notes, and all Obligations are within the definition of "Senior Debt" included in such subordination provisions.

  • No Senior Subordinated Debt The Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's Note Guarantee.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Securities Subordinated to Senior Debt (1) The Partnership, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any), and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Debt of the Partnership.

  • Securities Subordinated to Senior Indebtedness The Company and each Holder of a Security, by his acceptance thereof, agree that (a) the payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to each and all the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of Securities by the Company, is subordinated, to the extent and in the manner provided in this Article Thirteen, to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

  • Securities Subordinate to Senior Debt The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XII, the payment of the principal of and any premium and interest (including any Additional Interest) on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt.

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. This instrument may be executed in any number of counterparts, and by each party hereto on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

  • Defaults Upon Senior Securities Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) Trustee 5 Submission of Matters to a Vote of Security Holders Information from Item 4 of Part II of Form 10-Q Party submitting the matter to Holders for vote 6 Significant Obligors of Pool Assets Item 1112(b) –Significant Obligor Financial Information* N/A *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. 7 Significant Enhancement Provider Information Item 1114(b)(2) – Credit Enhancement Provider Financial Information* Determining applicable disclosure threshold Obtaining required financial information or effecting incorporation by reference Depositor Item 1115(b) – Derivative Counterparty Financial Information* Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. 8 Other Information Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported The Responsible Party for the applicable Form 8-K item as indicated below 9 Exhibits Distribution report Trustee Exhibits required by Item 601 of Regulation S-K, such as material agreements Depositor 8-K Must be filed within four business days of an event reportable on Form 8-K.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

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