New Notes Offering definition

New Notes Offering is defined in the third recital.
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New Notes Offering means the notes offering by the Issuer for the New Notes on the terms reflected in the Offering Memorandum that, subject to the terms of this Agreement, is backstopped by the Commitment Parties.
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New Notes Offering as defined in the Recitals.
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Examples of New Notes Offering in a sentence

  • The Tender Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments that may be issued or otherwise incurred in connection with the New Notes Offering.

  • Additionally, the terms of the Fourth Amendment provide that for purposes of calculating the consolidated leverage ratio under the Existing Credit Facility solely for the four fiscal quarter period ending June 30, 2010, total debt will be reduced by the amount of cash equivalents subject to a lien in favor of the lenders under the Existing Credit Facility (up to the aggregate principal amount of the New Notes outstanding upon completion of the New Notes Offering).

  • We will have issued the New Notes and received gross proceeds of at least $100.0 million in the New Notes Offering on terms and conditions reasonably satisfactory to the administrative agent.

  • The “Maximum Acceptance Amount” means the maximum amount of Old Notes that will be accepted in the Exchange Offer, which shall be the principal amount of Old Notes that can be accepted for exchange in the Exchange Offer without exceeding €325,000,000 in aggregate principal amount of Old Notes exchanged in connection with the Exchange Offer or redeemed in connection with the Additional New Notes Offering (as defined below) and the application of the proceeds thereof.

  • It is hereby agreed that the relative benefits to the Indemnifying Party, on the one hand, and all Indemnified Persons, on the other hand, shall be deemed to be in the same proportion as (a) the total value received or proposed to be received by the Issuer and the Company pursuant to the issuance and sale of the New Notes in the New Notes Offering contemplated by this Agreement bears to (b) the Commitment Payment paid to the Commitment Parties.

  • The New Notes Offering is described in, and is being made pursuant to, the draft Indenture relating to the New Notes (the “Indenture”) to be entered into as of the Closing Date (as defined below) between the Company and US Bank National Association, as Trustee (the “New Notes Trustee”), as supplemented by the Pricing Term Sheet, to be dated on or about December 11, 2019 (the “Pricing Term Sheet” and, together with the Indenture, the “Private Placement Documents”).

  • The New Notes Offering is expected to be completed on June 19, 2019, which will satisfy the Financing Condition (as defined in the Offer to Purchase).Questions regarding procedures for tendering Notes may be directed to Global Bondholder Services at +1 (866) 470-3800 (toll free), +1 (212) 430-3774 (collect) or by email to contact@gbsc-usa.com.

  • The New Notes Offering is expected to close on May 9, 2023, subject to customary closing conditions.

  • The New Notes Offering is expected to close today, September 22, 2021.

  • The income tax benefit adjustment relates to the change in the debt capitalization in our C Corporations as a result of the 2020 notes redemption and the issuance of the notes offered in the New Notes Offering.


More Definitions of New Notes Offering

New Notes Offering means the Issuers’ offering of new senior secured notes and new senior subordinated notes, each as further described in the Issuers’ Offer to Purchase and Solicitation of Consents, dated July 8, 2009.
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New Notes Offering means the issuance of the New Notes.
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Related to New Notes Offering

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

  • Rights Offering Amount means $300,000,000.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Second Lien Notes has the meaning set forth in the recitals hereto.

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • 2016 Notes means the aggregate principal amount of US$460,000,000 of 4.25% Convertible Senior Notes Due 2016 issued pursuant to the 2016 Note Indenture.

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;