Notes Offering definition

Notes Offering has the meaning assigned to such term in Section 5.05 of this Agreement.

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Notes Offering means the issuance by the Borrower or a Finance Co, whether in one offering or multiple offerings on an aggregate basis, of at least $100,000,000 of unsecured notes.

Notes Offering means the public offering and sale of the High Yield Notes.

Examples of Notes Offering in a sentence

• Commencing with the Measurement Period ending on the last day of the fiscal quarter in which a Notes Offering occurs, and as of the end of any Measurement Period thereafter, permit the Consolidated Senior Secured Leverage Ratio to be greater than 3.50 to 1.00.

• Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Notes Offering under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus.

• The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the Notes Offering other than a preliminary prospectus, the Prospectus and the Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Schedule B hereto, or the Registration Statement.

• Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the Notes Offering shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby on the date of such certificate.

• The Senior Secured Notes Offering in an aggregate principal amount of at least $225,000,000 shall close prior to or concurrently with the Offering, and (in addition to and without limitation of the closing condition in Section 6.01(d)), the terms and conditions of such Senior Secured Notes described in Section 6.02 of the Company Disclosure Letter shall not be changed without Investors prior written consent (which may be withheld in the Investors’ sole discretion).

More Definitions of Notes Offering

Notes Offering shall have the meaning provided in the recitals to this Agreement.

Notes Offering means the public offering by the Borrower of $1,000,000,000 (one billion dollars) aggregate principal amount of senior notes, as described in the prospectus relating to such offering, dated ___, 2002 (registration statement number 333-86404), as amended.

Notes Offering means the offering by Halyard pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, of senior unsecured notes of Halyard in the aggregate principal amount of up to $250 million (the “Original Notes”) and any (a) filing of a registration statement with the SEC with respect to a registered offer to exchange the Original Notes for new notes of Halyard having terms substantially identical in all material respects to the Original Notes and the offering of such new notes in exchange for surrender of the Original Notes, or (b) filing of a “shelf” registration statement covering resales of the Original Notes.

Notes Offering has the meaning set forth in the Recitals hereof.

Notes Offering means the issuance of the Notes pursuant to a registered public offering or Rule 144A or other private placement.

Notes Offering means the Rule 144A or other private placement of the Notes.

Notes Offering has the meaning assigned to such term in Section 8.01 hereof.