Refinancing Condition definition

Refinancing Condition means, in connection with any issuance of Replacement Debt in respect of any of the Senior Notes, the following condition shall be required to be satisfied substantially simultaneously with the incurrence of such Replacement Debt: such Senior Notes shall have been (a) paid in full, (b) defeased in accordance with the terms of the indenture for such Senior Notes, (c) called for redemption in accordance with the indenture for such Senior Notes and an amount (in the form required, if any) as shall be sufficient to pay the entire principal of, premium, if any, and interest on such Senior Notes on the applicable redemption date (the “Segregated Funds”) shall have been (i) irrevocably deposited with the trustee for such Senior Notes, in trust, for the benefit of the holders of the Senior Notes, (ii) irrevocably deposited into an escrow with the Administrative Agent or its designee, such escrow to be on terms and conditions reasonably satisfactory to the Administrative Agent, such escrowed amounts to be used only for the purpose of paying the principal of, premium, if any, and interest on such Senior Notes on the applicable redemption date, or (iii) any combination of clauses (i) and (ii) immediately above, or (d) any combination of clauses (a), (b) or (c) immediately above.
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Refinancing Condition means each of the following conditions for Refinancing Debt:
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Refinancing Condition means the first date on which the Company's Consolidated Senior Indebtedness is equal to or less than 15% of the Company's total consolidated Indebtedness.
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Examples of Refinancing Condition in a sentence

  • If the Refinancing Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.

  • As discussed in the Factual Background, the defendants admit that Murray Energy and Foresight Reserves sought to contract around the ownership triggers in Rule 13d-3 by incorporating the Notice Condition and the Refinancing Condition.

  • Borrowed Money that is the result of an extension, renewal or refinancing of the Term Loan Indebtedness or Debt permitted under Section 10.2.1(b), (d), (f), or (x), in each case, so long as each Refinancing Condition is satisfied and, in the case of the Term Loan Indebtedness, is permitted by and in accordance with the Intercreditor Agreement.

  • On the Redemption Date, assuming satisfaction or waiver of the Refinancing Condition (as defined below), the Redemption Price will become due and payable upon each Note to be redeemed.

  • The Refinancing Condition requires that any refinancing must be―reasonably acceptable to‖ Foresight Reserves because cases have held that if a condition is outside the option holder‘s control, then the option holder lacks the power to acquire the shares until the condition is met.

  • On the day on which the Refinancing Condition is satisfied or waived, the Issuer will provide notice to the Trustee and the Paying Agent and will publish a press release or other public announcement to confirm that the Refinancing Condition has been satisfied or waived.

  • Refinancing Condition Each of the conditions described as such in the “Refinancing Conditions” section of this Term Sheet.

  • Borrowed Money that is the result of an extension, renewal or refinancing of the Second Lien Notes or Debt permitted under Section 10.2.1(b), (d), (f) or (u), in each case, so long as each Refinancing Condition is satisfied.

  • Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Issuer.

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More Definitions of Refinancing Condition

Refinancing Condition means that the Borrower shall have demonstrated to the reasonable satisfaction of the Administrative Agent (acting in consultation with the Required Lenders) that (i) the sum of the Borrower’s Liquidity is greater than the Required Amount; or (ii) no more than $17,000,000 in aggregate principal amount of the Convertible Senior Notes
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Refinancing Condition means each of the following conditions for Refinancing Debt: CHAR1\1892801v4
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Refinancing Condition means the receipt by us and the availability at or prior to the Expiration Time of (i) a minimum of $100.0 million in aggregate gross proceeds, exclusive of discounts, from the Common Stock Offering and (ii) a minimum of $75.0 million in aggregate gross proceeds, exclusive of discounts, from the Convertible Notes Offering such that we have the necessary funds to pay the Purchase Price of validly tendered and not validly withdrawn Convertible Notes, plus Accrued Interest to, but not including, the Payment Date.
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Refinancing Condition means that the Borrower shall have demonstrated to the reasonable satisfaction of the Administrative Agent (acting in consultation with the Required Lenders) that (a) Liquidity on the Springing Maturity Date is greater than the Required Amount on the Springing Maturity Date or (b) no more than $17,000,000 in aggregate principal amount of the Convertible Senior Notes is outstanding on the Springing Maturity Date, whether as a result of the Borrower’s repurchases of or tenders for the Convertible Senior Notes, or the conversion or repayment of the Convertible Senior Notes pursuant to surrenders for conversion by holders of the Convertible Senior Notes in accordance with the Convertible Senior Notes Indenture, or (c) on or prior to the Springing Maturity Date, the Borrower shall have defeased all of the Convertible Senior Notes pursuant to the defeasance provisions contained in the Convertible Senior Notes Indenture.
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Refinancing Condition means the requirement for a commitment for the purchase of, or for an investment in, the Restricted Group, from an investor (whether a strategic investor, a financial investor, a private equity investor or any other investor) acceptable to an Instructing Group, such commitment to be on terms acceptable to an Instructing Group.
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Refinancing Condition means (x) the termination or refinancing of the Facilities (as defined in the Bank Credit Agreement) or (y) the reduction of the outstanding Indebtedness (as defined in the Bank Credit Agreement) of the Borrower and its Subsidiaries in amount and in such a manner satisfactory to the Required Lenders (as defined in the Bank Credit Agreement).
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Related to Refinancing Condition

  • Refinancing Conditions the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

  • Refinancing Loan shall have the meaning provided in Section 2.14(h)(i).

  • Refinancing Commitments shall have the meaning provided in Section 2.14(h).

  • Refinancing Date The date on which a Current Mortgage Loan or Mortgage Loan is refinanced by Seller or an affiliate thereof.

  • Refinancing Facility has the meaning specified in Section 2.16(a).

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Refinancing Debt means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

  • Refinancing Indebtedness means Consolidated Funded Indebtedness of the Borrower or of any of its Subsidiaries to any of the Parent Affiliated Companies that Refinances any Consolidated Funded Indebtedness of the Borrower or any of its Subsidiaries existing on the Closing Date or created, incurred or arising in compliance with this Agreement, including any Consolidated Funded Indebtedness that Refinances Refinancing Indebtedness; provided that: (a) the Refinancing Indebtedness has a stated maturity no earlier than the stated maturity of the Consolidated Funded Indebtedness being Refinanced; (b) the Refinancing Indebtedness has an average life to maturity at the time the Refinancing Indebtedness is incurred that is equal to or greater than the average life to maturity of the Consolidated Funded Indebtedness being Refinanced; (c) the Refinancing Indebtedness has an aggregate principal amount that is equal to or less than the aggregate principal amount then outstanding (plus fees and expenses) under the Consolidated Funded Indebtedness being Refinanced; and (d) the Refinancing Indebtedness is issued on terms no more restrictive in any material respect than those contained in the Consolidated Funded Indebtedness being Refinanced.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Refinancing Loans means any Refinancing Term Loans or Refinancing Revolving Loans.

  • 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-1 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-1 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), 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.

  • Refinancing Facility Agreement means a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Agent, among Holdings, the Borrower, each Subsidiary of the Borrower party to this Agreement, the Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

  • Financing Commitments has the meaning set forth in Section 5.7.

  • Financing Commitment means documentation provided by a third party extending monies for the purpose of supporting the proposed Project in a manner that outlines the terms and conditions of borrowings, grants and other financing instruments. Terms and conditions should be reflective of terms under which all parties are willing to close and fund. There should be no Material Changes to stated terms without documented cause between the issuance of a commitment and closing. Material Changes must be submitted to ADOH for approval in accordance with Section 5.5 of this Plan.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Refinancing Term Loan has the meaning specified in Section 2.15(b).

  • Refinancing Documents means each of the agreements, documents and instruments entered into in connection with the Refinancing.

  • Refinancing Agreement as defined in Subsection 8.3(c).

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • Additional Refinancing Lender has the meaning set forth in Section 2.15(a).

  • Refinancing shall have correlative meanings.

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Permitted Junior Secured Refinancing Debt means any secured Indebtedness issued or incurred by the Borrower or a Subsidiary Guarantor in the form of one or more series of Junior Lien secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a Junior Lien basis (subject to Liens permitted under Section 9.1) with the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or other Disposition or casualty event or incurrence of indebtedness that is not permitted thereunder and customary acceleration rights after an event of default) prior to the Latest Maturity Date, determined at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (vi) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Junior Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior Secured Refinancing Debt incurred by the Borrower or a Subsidiary Guarantor, then Holdings, the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Junior Lien Intercreditor Agreement. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.