Private Placement Notes Clause Samples
The Private Placement Notes clause governs the issuance and terms of debt securities that are sold directly to a select group of investors rather than through a public offering. Typically, this clause outlines the conditions under which such notes may be issued, including interest rates, maturity dates, and any covenants or restrictions applicable to the issuer. By specifying these terms, the clause facilitates private financing arrangements, allowing companies to raise capital efficiently while maintaining confidentiality and avoiding the regulatory requirements of public markets.
Private Placement Notes. (i) A default (other than a payment default) shall occur with respect to the Private Placement Notes (and such default shall not have been waived or cured), if the effect of such default is to accelerate the maturity of such Private Placement Notes or to permit the holder or obligee thereof (or a trustee on behalf of such holder or obligee) to cause such Private Placement Notes to become due prior to the stated maturity thereof, or (ii) any payments with respect to such Private Placement Notes shall not be paid when due (beyond any applicable grace period); or
Private Placement Notes. In the event that any holder of the Target Private Placement Notes unconditionally and in writing waives its rights thereunder to require the redemption thereof as a result of the Acquisition, then the Commitments shall be automatically reduced by the Sterling Equivalent of the aggregate principal amount of such Target Private Placement Notes of such holder. The Borrower shall (within two Business Days thereof) notify the Administrative Agent on the date that it becomes aware of any such waiver.
Private Placement Notes. To the extent the Private Placement Notes are to be funded pursuant to the Private Placement Note Purchase Agreement on the Commitment Effective Date, executed counterparts of the Private Placement Note Purchase Agreement and Private Placement Notes, and evidence that the Borrower has received, or will receive simultaneously on the Commitment Effective Date, proceeds of the Private Placement Notes in a principal amount of not less than $40,000,000.
Private Placement Notes. Those certain 9.01% Secured, Non-Recourse Notes ----------------------- due December 5, 2001, issued by PGP pursuant to that certain Amended and Restated Note Agreement dated as of September 26, 1997, having a face amount, in the aggregate not exceeding $130,000,000.
Private Placement Notes. At the written request of Parent, the Company shall, to the extent permitted by the terms thereof, take all actions reasonably requested by Parent that are necessary or advisable, including the delivery of all such notices, certificates and other documents pursuant to each note purchase agreement and each other agreement governing the respective Private Placement Notes, to repay all of the Private Placement Notes outstanding on the Closing Date in accordance with the applicable provisions of such agreements; provided that the Company shall not be required to provide any irrevocable notice or take any other irrevocable act regarding such repurchase unless (i) such action is taken simultaneously with the Merger being consummated and (ii) prior to the Company’s being required to take any of the actions described in this proviso, Parent shall have, or shall have caused to be, deposited with the trustee, or other appropriate recipient of such funds, under the applicable agreement governing the Private Placement Notes, sufficient funds to effect such repayment. The repayment of such Private Placement Notes shall not be required to be effective prior to the Effective Time and shall be expressly conditioned on the occurrence of the Effective Time. Parent hereby covenants and agrees to provide (or to cause to be provided) immediately available funds for the full payment at the Effective Time of all Private Placement Notes properly tendered and not withdrawn. The Company shall provide Parent with a reasonable period of time to review and comment on all notices, certificates and other documents to be delivered to holders of any of the Private Placement Notes (each of which notice, certificate and document shall be delivered contemporaneously to Parent) and each such notice, certificate and document shall be subject to the prior written approval of Parent. Notwithstanding any other provision of this Agreement, the Company shall have no obligation under any such notice, certificate or other document until the Effective Time, and Parent shall upon request by the Company promptly reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with the repayment of the Private Placement Notes and shall indemnify and hold harmless the Company and its Representatives for and against any and all losses suffered or incurred by them, or to which any of the Company or its Representatives may become subject, arising out of or in any way in conn...
Private Placement Notes. Upon their original issuance, Private Placement Notes shall be issued in the form of one or more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit by DTC to the respective accounts of Beneficial Owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of any Global Note representing the Private Placement Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary for such Global Note, as provided in 0, which adjustments shall be conclusive, absent manifest error, as to the aggregate principal amount of any such Private Placement Notes. Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note, are collectively herein called the "Restricted Global Note".