Registered Equivalent Notes definition
Registered Equivalent Notes means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.
Registered Equivalent Notes means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for- dollar exchange therefor pursuant to an exchange offer registered with the SEC.
Registered Equivalent Notes means, with respect to any note originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefore pursuant to an exchange offer registered with the SEC.
Examples of Registered Equivalent Notes in a sentence
Additional Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.
Permitted Junior Lien Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
Equivalent Notes issued in exchange therefor (however, for the avoidance of doubt, clause (c) of the proviso to the preceding sentence shall not be relevant to such Registered Equivalent Notes).
Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.
Additional Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Grantors issued in exchange therefor.
More Definitions of Registered Equivalent Notes
Registered Equivalent Notes means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. “Related Taxes” means (i) any amounts that are Permitted Tax Distributions and (ii) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangible or similar Taxes and other similar fees and expenses (other than in the case of this clause (ii), (x) Taxes measured by income and (y) withholding Taxes) payable by any Parent Entity by virtue of its: (1) being organized or having Equity Interests outstanding (but not by virtue of owning stock or other Equity Interests of any corporation or other entity other than, directly or indirectly, the Borrower or any of the Borrower’s Subsidiaries) or otherwise maintain its existence or good standing under applicable law; (2) being a holding company parent, directly or indirectly, of the Borrower or any of the Borrower’s Subsidiaries; (3) receiving dividends (other than in cash) from or other distributions in respect of any direct or indirect Equity Interests of, the Borrower or any of the Borrower’s Subsidiaries; or (4) having made any payment in respect to any of the items for which the Borrower is permitted to make payments to any Parent Entity pursuant to Section 7.06. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection, leaching or migrating into or through the environment, or into, from or through any building, structure or facility. 58 US-DOCS\117476656.1136335661.3
Registered Equivalent Notes means, with respect to any bonds, notes, debentures or similar instruments originally issued in a Rule 144A or other private placement transaction under the United States Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar for dollar exchange therefor pursuant to an exchange offer registered with the SEC.
Registered Equivalent Notes means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having substantially the same Guarantees) issued in a Ddollar-for-Ddollar exchange therefor pursuant to an exchange offer registered with the SEC. “Regulation S-X” means Regulation S-X under the Securities Act. “Rejection Notice” has the meaning assigned to such term in Section 2.11(e)(ii). 84 #97964454v4 #97964454v11 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the officers, directors, employees, agents and advisors and other representatives of such Person and of each of such Person’s Affiliates and successors and permitted assigns. “Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata and including the environment within any building or other structure). “Relevant Governmental Body” shall mean the Term SOFR Administrator, the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convene by the Federal Reserve Board or the Federal Reserve Bank of New York or any successor thereto. “Removal Effective Date” has the meaning assigned to such term in Article 8VIII. “Replacement Revolving Commitment” has the meaning assigned to such term in Section 2.20(a). “Replacement Revolving Loan” means any loan made to the Borrower under a Class of Replacement Revolving Commitments. “Replacement Revolving Facility” means each Class of Replacement Revolving Commitments made pursuant to Section 2.20(a). “Representative” has the meaning assigned to such term in Section 9.12. “Repricing Transaction” means (a) the incurrence by any Loan Party of any Indebtedness in the form of term loans secured by Liens on the Collateral that rank on an equal priority basis (but without giving effect to control of remedies) with the liens on the Collateral securing the Initial Term Loans, 2020 Incremental Term Loans and/or the 2021-2 Incremental Term Loans (i) having an Effective Yield for the respective Type of such Indebtedness that is less than (and not by virtue of any fluctuation in any “base” rate) the Effective Yield for the Initial Term Loans, the 2020 Incremental Term Loans and/or the 2021-2 Incremental Term Loans, as applicable, and (i...
Registered Equivalent Notes means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees and substantially the same collateral provisions) issued in a dollar-for- dollar exchange therefor pursuant to an exchange offer registered with the SEC.
Registered Equivalent Notes has the meaning assigned to such term in the First Lien Credit Agreement.
Registered Equivalent Notes means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act or other applicable securities laws, substantially identical notes issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the U.S. Securities and Exchange Commission or other applicable securities regulatory authority.
Registered Equivalent Notes means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC. “Related Indemnified Parties” means, with respect to any Indemnitee, means (1) any controlling person or controlled affiliate of such Indemnified Person, (2) the respective directors, officers or employees of such Indemnified Person or any of its controlling persons or controlled affiliates and (3) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of, or at the express instructions of, such Indemnified Person, controlling person or such controlled affiliate; provided that each reference to a controlling person, controlled affiliate, director, officer or employee in this sentence pertains to a controlling person, controlled affiliate, director, officer or employee involved in the negotiation or syndication of this Agreement or the Term Loans.