Issuance of PIK Notes Clause Samples
The 'Issuance of PIK Notes' clause authorizes the creation and distribution of Payment-in-Kind (PIK) notes, which are debt instruments where interest is paid in additional notes rather than cash. Typically, this clause outlines the conditions under which PIK notes may be issued, such as in lieu of cash interest payments during certain periods or upon the occurrence of specific events. By allowing interest obligations to be satisfied with more notes instead of immediate cash, this clause provides the issuer with greater liquidity flexibility and helps manage cash flow constraints.
Issuance of PIK Notes. (a) In connection with any payment of the portion of Stated Interest in respect of the Notes that the Company is required pursuant to Section 2.03(c) to effect payment in the form of PIK Interest, the Company shall, without the consent of the Holders of the Notes, make such payment of PIK Interest by increasing the principal amount of the Global Notes to reflect such PIK Interest payable on such Global Notes or by issuing additional Physical Notes to Holders of Physical Notes to reflect such PIK Interest payable on such Physical Notes (the Notes represented by the increase to the principal amount of Global Notes or by such additional Physical Notes, as applicable, the “PIK Notes”) under this Indenture on the same terms and conditions as the Notes (in each case, a “PIK Payment”); and upon any PIK Payment being so effected, such portion of Stated Interest shall be deemed to have been paid in full; provided, that any such amount of PIK Interest shall be rounded up to the nearest $1.00; provided, further, that in the case of any PIK Payment on a Global Note, the Company shall deliver a Company Order to the Trustee and the Trustee shall, upon receipt of such a Company Order, increase the principal amount of such Global Note by such PIK Payment. The Initial Notes, any Additional Notes and any PIK Notes (and any Replacement Notes in respect thereof) shall be treated as a single class for all purposes under this Indenture, including directions, waivers, amendments, consents, liquidating distributions and offers to purchase, and none of the Holders of any Initial Notes, any Additional Notes or any PIK Notes (and any Replacement Notes in respect thereof) shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. Any PIK Payment made with respect to an unrestricted Note shall be in the form of (i) with respect to owners of beneficial interests in an unrestricted Global Note, an increase of the principal amount of such unrestricted Global Note or (ii) with respect to Holders of unrestricted Physical Notes, by issuance of new unrestricted Physical Notes. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes shall bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued as Physical Notes shall be dated as of the applicable Interest Payment Date and shall bear interest from a...
Issuance of PIK Notes. (a) Until the first Interest Payment Date that occurs 91 days after the Senior Credit Facility Termination Date, the Company shall issue PIK Notes under this Indenture in lieu of the payment of interest in cash on the Notes, which PIK Notes shall have identical terms as the Notes in respect of which such PIK Notes are being issued; provided, however, that:
(i) the aggregate principal amount of PIK Notes issued with respect to any interest payment may not exceed the aggregate amount of interest then due and payable; and
(ii) the Company may not pay interest in cash on Notes while any First Priority Secured Obligations remain outstanding.
(b) With respect to any PIK Notes, the Company shall deliver to the Trustee:
(i) no later than the Record Date for the relevant Interest Payment Date (which Interest Payment Date shall be prior to the Maturity Date for the Notes), a written notice setting forth the amount of interest to be paid by issuing PIK Notes; and
(ii) no later than one Business Day prior to the relevant Interest Payment Date, Authentication Order with respect to such PIK Notes and deliver such PIK Notes if the Notes are in certificated form.
(c) Any PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) delivered by the Trustee to the Holders as of the relevant Record Date at such Holders’ registered address if the Notes are then held in the form of certificated Notes or (ii) deposited with or on behalf of the Depository for the benefit of the Beneficial Owners of the Notes as of the relevant Record Date if the Notes are held in global form.
Issuance of PIK Notes. The Company shall be entitled to issue PIK Notes as provided in Section 4.01 hereof. With respect to such PIK Notes, the Company shall deliver to the Trustee:
(a) no later than the record date for the relevant Interest Payment Date, a written notice setting forth the extent to which such interest will be made in the form of a PIK Note or Notes; and
(b) not later than one Business Day prior to the relevant Interest Payment Date, an order to authenticate and deliver such PIK Notes. Any PIK Note shall, after being executed and authenticated pursuant to Section 2.02, be (i) delivered by the Trustee to the Holders as of the relevant record date at such Holders' registered address if the Notes are then held in the form of Definitive Notes, or (ii) deposited with or on behalf of DTC for the benefit of the Beneficial Owners as of the relevant record date if the Notes are held in the form of a Global Note.
Issuance of PIK Notes. The Issuers shall be entitled to issue PIK Notes under this Indenture which shall have identical terms as the Notes issued on the Issue Date. The Notes issued on the Issue Date and any PIK Notes shall be treated as a single class for all purposes under this Indenture. With respect to any PIK Notes, the Issuers shall deliver to the Trustee and the Paying Agent:
(1) no later than the Record Date for the relevant Interest Payment Date, a written notice setting forth the extent to which such interest payment will be made in the form of cash, if an election is made to pay in cash, and if no such election is made, such interest payment shall otherwise be payable in PIK Notes; and
(2) no later than two Business Days prior to the relevant Interest Payment Date, (i) with respect to the Notes that are in definitive form, the required amount of new definitive PIK Notes and an order to authenticate and deliver such PIK Notes to the registered Holder of the definitive Notes or (ii) with respect to Notes that are in global form, an order to increase the principal amount of such Global Notes by the relevant amount (or, if necessary, to authenticate a new Global Note executed by the Issuers with such increased principal amounts). Any PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) mailed to the person entitled thereto as shown on the register for the definitive Notes as of the relevant Record Date or (ii) deposited into the account specified by the Holder or Holders thereof as of the relevant Record Date if the Notes are held in global form or otherwise according to the procedures of the Depositary. Alternatively, the Issuers may direct the Paying Agent to make the appropriate amendments to the schedule of principal amounts of the relevant Notes outstanding and arrange for deposit into the account specified by the Holder or Holders thereof as of the relevant Record Date. Payment shall be made in such form and upon such terms as specified herein and the Issuers shall and Paying Agent may take additional steps as is necessary to effect such payment.
Issuance of PIK Notes. The Company shall be entitled to issue PIK Notes under this Indenture which shall have identical terms as the Initial Notes. The Initial Notes and any PIK Notes shall be treated as a single class for all purposes under this Indenture. With respect to any PIK Notes, the Company shall deliver to the Trustee:
(1) no later than the record date for the relevant interest payment date, a written notice setting forth the extent to which such interest payment will be made in the form of PIK interest; and
(2) no later than one Business Day prior to the relevant interest payment date, an order to authenticate and deliver such PIK Notes. Any PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) delivered by the Trustee to such Holders as of the relevant record date at such Holders’ registered address that hold Notes in the form of Physical Notes, or (ii) deposited with or on behalf of DTC for the benefit of the beneficial owners of the Notes as of the relevant record date with respect to the Notes that are held in Global form.
Issuance of PIK Notes. With respect to any PIK Notes required to be issued in connection with the payment of Additional PIK Interest, the Company shall deliver to the Trustee, no later than one Business Day prior to the relevant Interest Payment Date an order to authenticate and deliver such PIK Notes. Any PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) delivered by the Trustee to the Holders as of the relevant record date at such Holders’ registered address if the Notes are then held in the form of Physical Notes or (ii) deposited with or on behalf of the Depository for the benefit of the beneficial owners of the Notes as of the relevant record date if the Notes are held in the form of Global Notes.
Issuance of PIK Notes. At all times, PIK Interest on the Notes will be payable by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded down to the nearest whole dollar), and the Company will execute and deliver such PIK Notes in certificated form for original issuance to the Holder of this Note on the first Interest payment date of each calendar year. Between the annual issuance of PIK Notes, the Company shall maintain book-entry notation of the PIK Notes issuable to the Holder of this Note on each Interest payment date. The Company agrees to provide certification to the Holder of the accrued and unissued PIK Notes at any time upon the written request of the Holder. Any PIK Notes issued in certificated form will be dated as of the date of issuance, will bear interest from the date of each book-entry or physical issuance of PIK Notes (i.e. from each quarterly Interest payment date for which PIK Notes are accrued), at the Interest Rate specified in this Note. All PIK Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Note Purchase Agreement and otherwise on terms identical to this Note (other than initial Principal amount), and shall have the same rights and benefits as the Notes. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note.
Issuance of PIK Notes. The Company shall pay interest on the Notes in cash and by issuing PIK Notes on the terms and in the amounts set forth in the Notes. No later than one Business Day prior to the relevant interest payment date, the Company shall deliver an Authentication Order to the Trustee to authenticate and deliver the PIK Notes. PIK Notes shall, after being executed and authenticated pursuant to Section 2.02, be (i) delivered by the Trustee to such Holders as of the relevant record date at such Holders’ registered address that hold Definitive Notes or (ii) deposited with or on behalf of the Depositary for the benefit of the beneficial owners of the Notes as of the relevant record date with respect to Global Notes. All PIK Notes will mature on the same date as the Initial Notes and will be governed by, and subject to the terms, provisions and conditions of, this Indenture and will have the same rights and benefits as the Initial Notes. The payment of accrued interest in connection with any redemption or repurchase of Notes as described in Section 3.07, 4.06 or 4.10 shall be made solely in cash.
Issuance of PIK Notes. (a) The Issuer shall be entitled to issue PIK Notes under this Indenture as interest on the Notes in accordance with Section 2.14(b) hereof without the consent of the Holders.
(b) Except as provided in this Section 2.14(b) and the definition of “Applicable Amount” set forth in Section 2.14(c) hereof, interest on the Notes shall be payable entirely in Cash Interest. Interest payable on the Notes on each of the first Interest Period and the final Interest Period ending at stated maturity shall be paid entirely in Cash Interest. For any Interest Period after the initial Interest Period (other than the final Interest Period ending at stated maturity), if the Applicable Amount as determined on the Determination Date for such Interest Period shall:
(i) equal or exceed 75%, but be less than 100%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on (a) 25% of the then outstanding principal amount of the Notes as PIK Interest and (b) 75% of the then outstanding principal amount of the Notes as Cash Interest;
(ii) equal or exceed 50%, but be less than 75%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on (a) 50% of the then outstanding principal amount of the Notes as PIK Interest and (b) 50% of the then outstanding principal amount of the Notes as Cash Interest;
(iii) equal or exceed 25%, but be less than 50%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on (a) 75% of the then outstanding principal amount of the Notes as PIK Interest and (b) 25% of the then outstanding principal amount of the Notes as Cash Interest; or
(iv) be less than 25% of the aggregate amount of Cash Interest that would otherwise be due on the relevant Interest Payment Date, then the Issuer may, at its option, elect to pay interest on the Notes entirely as PIK Interest. The insufficiency or lack of funds available to the Issuer to pay Cash Interest as required by this Section 2.14(b) shall not permit the Issuer to pay PIK Interest in respect of any Interest Period and the sole right of the Issuer to elect to pay PIK Interest shall be as (and to the extent) provided in this Section 2.14(b).
(c) As used in this Indenture,