Reverse Flex Clause Samples

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Reverse Flex. 5.1 If Facility B (EUR) (based on the relevant order books) is oversubscribed, each Arranger shall, to the extent that it determines, acting reasonably and in good faith, that it can do so while still achieving a Successful Facility B (EUR) Syndication, use reasonable endeavours to arrange a reduction in the Margin (including at each level of any applicable Margin ratchet) applicable to Facility B (EUR) and/or (if no Market Flex is to be invoked) lower Original Facility B (EUR) OID Fees and/or with the consent of the Company and the Arrangers, adjust the structure of Facility B (EUR) or any other Facilities to reduce the overall cost of the Facilities (a "Facility B (EUR) Cost Reduction"). 5.2 If Facility B (USD) (based on the relevant order books) is oversubscribed, each Arranger shall, to the extent that it determines, acting reasonably and in good faith, that it can do so while still achieving a Successful Facility B (USD) Syndication, use reasonable endeavours to arrange a reduction in the Margin (including at each level of any applicable Margin ratchet) applicable to Facility B (USD) and/or (if no Market Flex is to be invoked) lower Original Facility B (USD) OID Fees and/or with the consent of the Company and the Arrangers, adjust the structure of Facility B (USD) or any other Facilities to reduce the overall cost of the Facilities (a "Facility B (USD) Cost Reduction" and, together with the Facility B (EUR) Cost Reduction, each being a "Cost Reduction"). 5.3 If a Cost Reduction is achieved, the Arrangers and the Company agree to promptly make all necessary and desirable consequential adjustments to the Finance Documents. 5.4 Following the occurrence of a Successful Facility B (EUR) Syndication or a Successful Facility B (USD) Syndication, if the Arrangers have not paid (or have agreed to pay less than) the full amount of the Original Facility B OID Fees applicable to such Facility to New Syndicate Lenders (including by way of syndicating any of Facility B with an original issue discount lower than the Original Facility B OID Fees) then: (a) if a Successful Facility B (EUR) Syndication or a Successful Facility B (USD) Syndication (as applicable) occurs on or prior to the Closing Date, the Original Facility B OID Fees payable by the Group applicable to such Facility B shall be reduced by an amount equal to the Retained Amount (EUR) (in respect of a Successful Facility B (EUR) Syndication) or the Retained Amount (USD) (in respect of a Successful Facility...
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Reverse Flex. In the event of a material over-subscription of Facility B (or any tranche thereof) to such levels which would (in the reasonable opinion of the Majority Bookrunners) still enable a Successful Facility B Syndication to occur, the Bookrunners shall: (a) use their reasonable endeavours to achieve a reduction in the applicable Margin (including at each level of the Margin ratchet), effective from (if Successful Facility B Syndication has occurred prior to the Initial Closing Date) the Initial Closing Date or (if Successful Facility B Syndication occurs following the Initial Closing Date) the start of the next interest period (with no obligation to rebate interest payments); and (b) if no Pricing Flex Rights are exercised, use its reasonable endeavours to achieve a reduction in the Original Facility B OID Fee.
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Related to Reverse Flex

  • REVERSE FLOW PROGRAMS The State is not required to cover any reverse flow programs under the terms of this Agreement because the State does not participate in the program.

  • Reverse ADSL Loops If a CLEC’s ADSL Transmission Unit (including those integrated into DSLAMs) is attached to Sprint’s Network and if an ADSL Copper Loop should start at an outside location, and is looped through a host or remote, and then to the subscriber, the copper plant from the outside location to the Sprint host or remote central office must be a facility dedicated to ADSL transmission only and not part of Sprint’s regular feeder or distribution plant.

  • Reverse Engineering The Customer must not reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the software or any products supplied as a part of the Licensed System.

  • REVERSE REPURCHASE AGREEMENTS 1. Promptly after the Fund enters a Reverse Repurchase Agreement with respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a Certificate, or in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Reverse Repurchase Agreement is entered; (b) the total amount payable to the Fund in connection with such Reverse Repurchase Agreement and specifically allocated to such Series; (c) the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities to be delivered by the Fund to such broker, dealer, or financial institution; (e) the date of such Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to the Fund specified in the Certificate, Oral Instructions, or Written Instructions make the delivery to the broker, dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions. 2. Upon the termination of a Reverse Repurchase Agreement described in preceding paragraph 1 of this Article, the Fund shall promptly deliver a Certificate or, in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions to the Custodian specifying: (a) the Reverse Repurchase Agreement being terminated and the Series for which same was entered; (b) the total amount payable by the Fund in connection with such termination; (c) the amount and kind of Securities to be received by the Fund and specifically allocated to such Series in connection with such termination; (d) the date of termination; (e) the name of the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is to be terminated; and (f) the amount of cash and/or the amount and kind of Securities to be withdrawn from the Senior Securities Account for such Series. The Custodian shall, upon receipt of the amount and kind of Securities to be received by the Fund specified in the Certificate, Oral Instructions, or Written Instructions, make the payment to the broker, dealer, or financial institution and the withdrawals, if any, from the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions. 3. The Certificates, Oral Instructions, or Written Instructions described in paragraphs 1 and 2 of this Article may with respect to any particular Reverse Repurchase Agreement be combined and delivered to the Custodian at the time of entering into such Reverse Repurchase Agreement.

  • No Reverse Engineering You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License or by the Usage Rules if they are applicable to you), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Apple Software or any services provided by the Apple Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of open-sourced components included with the Apple Software).