New Subordinated Notes Sample Clauses

New Subordinated Notes. Evidence satisfactory to the Agents that the Company shall have issued the New Subordinated Notes on terms and conditions satisfactory to the Agents for gross proceeds of not less than $300,000,000.
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New Subordinated Notes. The proceeds of the New Subordinated Notes are being used by the Company solely in accordance with the Disclosure Documents.
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New Subordinated Notes. GE Capital shall have received (i) fully executed copies of the (A) Settlement Agreement and Mutual Release by and between Omni and Portside Growth and Opportunity Fund effective as of August 29, 2005, and (B) Settlement Agreement and Mutual Release by and between Omni and Manchester Securities Corp. effective as of August 29, 2005, (ii) evidence that the New Subordinated Notes issued to (A) Portside Growth and Opportunity Fund, and (B) Manchester Securities Corp., have been satisfied in full and cancelled, and (iii) evidence that all amounts due and payable on account of the scheduled principal and interest payment due on or about August 13, 2005 under the New Subordinated Note issued to Provident Premier Master Fund, Ltd. has been paid by Omni and accepted by Provident Premier Master Fund, Ltd., all of which shall be in form and substance satisfactory to GE Capital and its counsel.
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New Subordinated Notes. On or after April 15, 2011, the Issuer may redeem the New Subordinated Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or electronically transmitted), at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 15 of the years set forth below: Period Redemption Price 2011 106.438 % Annex B-2 2012 104.292 % 2013 and thereafter 100.000 % In addition, prior to April 15, 2011, the Issuer may redeem the New Subordinated Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or electronically transmitted), at a redemption price equal to 100% of the principal amount of the New Subordinated Notes redeemed plus the Applicable Premium (as defined in the existing Subordinated Notes Indenture) as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Mandatory offers to purchase Upon a Change of Control (defined as it is defined in the existing Indentures), each holder of New Notes shall have the right to require Realogy to repurchase its Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. Certain asset dispositions will be triggering events which may require Realogy to use the proceeds from those asset dispositions to make an offer to purchase the New Notes at 100% of their principal amount, together with accrued and unpaid interest and additional interest, if any, to the date of purchase if such proceeds are not otherwise used within 450 days: • to repay secured indebtedness, including indebtedness under Realogy’s new senior credit agreement (with a corresponding permanent reduction in commitment, if applicable) and certain other indebtedness; or • to invest or commit to invest in one or more businesses, assets, property or capital ...
Sample 1
New Subordinated Notes. The Administrative Agent shall have received evidence satisfactory to it that the Borrower has issued the New Subordinated Notes on terms and conditions satisfactory to the Administrative Agent for gross proceeds of not less than $150,000,000.
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New Subordinated Notes. In renewal and extension of (but not in substitution and exchange for, or in payment or novation of) $100,000,000 in aggregate principal amount of the Existing Subordinated Obligations, London Fog shall issue, and the Subsidiary Guarantors shall guarantee, on the terms and conditions contained in the New Subordinated Note Indenture, $100,000,000 in aggregate principal amount of the New Subordinated Notes, which New Subordinated Notes shall (i) be allocated among the Lenders in accordance with the Lender Allocation Schedule, (ii) bear interest and be paid in accordance with the terms of the New Subordinated Note Indenture, (iii) until the effectiveness of the Shelf Registration Statement as provided in Section 5, bear the legend substantially as set forth in Schedule 3.2 and (iv) be otherwise subject to the terms and conditions of the New Subordinated Note Indenture. To satisfy the requirements of this subsection 3.2(a), at the Closing London Fog shall be permitted to issue for the benefit of the Lenders temporary promissory notes representing $100,000,000 in aggregate principal amount of the New Subordinated Notes to be issued pursuant to the New Subordinated Note Indenture; provided that the temporary promissory notes shall be exchanged for the New Subordinated Notes to be issued pursuant to the New Subordinated Note Indenture as soon as practicable after the Closing.
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Related to New Subordinated Notes

  • Senior Subordinated Notes The subordination provisions contained in the Senior Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable against the Borrower and the holders of the Senior Subordinated Notes, and all Obligations are within the definition of "Senior Debt" included in such subordination provisions.

  • Notes Subordinated to Senior Debt The Company covenants and agrees, and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on or in respect of Senior Debt; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Debt, and that each holder of Senior Debt whether now outstanding or hereafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Debt in reliance upon the covenants and provisions contained in this Indenture and the Notes.

  • Securities Subordinated to Senior Debt (1) The Partnership, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any), and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Debt of the Partnership.

  • Securities Subordinate to Senior Debt The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XII, the payment of the principal of and any premium and interest (including any Additional Interest) on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt.

  • Reference in Debt Securities to Supplemental Indentures Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such series.

  • Securities Affected by Supplemental Indentures Securities of any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any securities exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding.

  • Supplemental Indenture With Consent of Noteholders With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected:

  • Securities Subordinated to Senior Indebtedness The Company and each Holder of a Security, by his acceptance thereof, agree that (a) the payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to each and all the Securities and (b) any other payment in respect of the Securities, including on account of the acquisition or redemption of Securities by the Company, is subordinated, to the extent and in the manner provided in this Article Thirteen, to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of Senior Indebtedness. This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Notes Subordinated to Senior Indebtedness The Company covenants and agrees and the Trustee and each Holder of the Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Ten; and the Trustee and each person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of all Obligations on the Notes by the Company shall, to the extent and in the manner herein set forth, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations on the Senior Indebtedness; that the subordination is for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness, and that each holder of Senior Indebtedness whether now outstanding or hereinafter created, incurred, assumed or guaranteed shall be deemed to have acquired Senior Indebtedness in reliance upon the covenants and provisions contained in this Indenture and the Notes.

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