Issuance of Subordinated Debt Sample Clauses

Issuance of Subordinated Debt. In the event the Borrower intends to issue Subordinated Debt as contemplated by Section 9.02(e), 10 days prior written notice of such intended offering therefor, the amount thereof and the anticipated date of closing and will furnish a copy of the preliminary offering memorandum (if any) and the final offering memorandum (if any).
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Issuance of Subordinated Debt. Status of Obligations as Senior Indebtedness, etc. Mergerco has the corporate power and authority to incur the Unsecured Transaction Debt and has duly authorized, executed and delivered the Other Debt Documents applicable to such Unsecured Transaction Debt. The subordination provisions contained in the Other Debt Documents applicable to the Unsecured Transaction Debt that is subordinted are enforceable against the holders of the applicable Unsecured Transaction Debt by the holder of any "Senior Indebtedness" or similar term referring to the Obligations (as defined in the applicable Other Debt Documents). All Obligations, including those to pay principal of and interest (including interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, reorganization or similar proceeding, whether or not allowed as a claim under such proceeding) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Indebtedness" or similar term relating to the Obligations (as defined in the applicable Other Debt Documents) and all such Obligations are entitled to the benefits of the subordination created by such Other Debt Documents. The Borrower acknowledges that each Agent, each Lender and each Issuer is entering into this Agreement and is extending its Commitments in reliance upon the subordination provisions of the Other Debt Documents relating to the Unsecured Transaction Debt.
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Issuance of Subordinated Debt. On the date of receipt by NCH or any of its Restricted Subsidiaries of any cash proceeds (net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from incurrence of any Subordinated Debt of NCI or NCH, in excess of $300,000,000 in the aggregate from the Restatement Effective Date through the applicable date of determination (the amount of such net proceeds exceeding $300,000,000 received during any such period are herein called the "Excess Debt Proceeds Amount"), pay to the Administrative Agent as a prepayment of the Term Loans, the Incremental Facility Loans and/or the Revolving Credit Commitments shall be permanently reduced as set forth in Section 2.8(f), an aggregate amount equal to all of the Excess Debt Proceeds Amount.
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Issuance of Subordinated Debt. The Company shall not create, issue, assume, guarantee or in any manner become liable after the date of this Agreement in respect of any Subordinated Debt having a maturity earlier than January 1, 2006, or the benefit of any mandatory sinking fund or similar provision for the prepayment thereof prior to January 1, 2006.
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Issuance of Subordinated Debt. In the event the Borrower or the Guarantor intends to issue any Subordinated Debt, prior written notice of such intended offering, the amount thereof and the anticipated date of closing, a copy of the preliminary offering memorandum (if any) and the final offering memorandum. 2.26 Amendments to Section 8.11. Section 8.11 is hereby deleted.
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Issuance of Subordinated Debt. On or before the Closing Date, Company shall have issued and sold the Subordinated Notes in an aggregate principal amount of not less than $100,000,000 and Company shall have delivered to Arranging Agents complete, correct and conformed copies of the Subordinated Notes and the Subordinated Note Documents, all in form and substance satisfactory to Arranging Agents. In addition, all opinions by counsel to Company or any of its Subsidiaries (and, if requested by Co-Administrative Agents, any certificates and letters) delivered in connection with the Subordinated Notes, Subordinated Note Documents and the Acquisition shall be addressed to Agents and Lenders or accompanied by a written authorization from each Person delivering such an opinion stating that Agents and Lenders may rely on such opinion as though it were addressed to them.
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Issuance of Subordinated Debt. The Company shall not create, issue, assume, guarantee or in any manner become liable after the date of this Agreement in respect of any Subordinated Debt having a maturity earlier than January 1, 2011, or the benefit of any mandatory sinking fund or similar provision for the prepayment thereof prior to January 1, 2011.
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Issuance of Subordinated Debt. Section 7.2(g) of the Credit Agreement is revised by substituting the amount of $300,000,000 for $150,000,000 therein with respect to the issuance by LifePoint Parent of Subordinated Debt in a public offering.
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Related to Issuance of Subordinated Debt

  • Issuance of Debt On the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Securities Subordinated to Senior Debt The Company covenants and agrees, and each Holder of Securities, by such Holder’s acceptance thereof, likewise covenants and agrees, that the Indebtedness represented by the Securities and the payment of the principal of and premium, if any, and interest, including Special Interest, if any, on each and all of the Securities is hereby expressly subordinated and junior, to the extent and in the manner set forth in this Section 5.01, in right of payment to the prior payment in full of all Senior Debt; provided, however, that the Securities, the Indebtedness represented thereby and the payment of the principal of and premium, if any, and interest, including Special Interest, if any, on the Securities in all respects shall rank equally with, or prior to, all existing and future Indebtedness of the Company that is expressly subordinated to any Senior Debt. (a) In the event of any payment or distribution of assets of the Company upon any dissolution, winding-up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, the holders of all Senior Debt shall first be entitled to receive payment of the full amount due thereon in respect of all such Senior Debt and all other amounts due or provision shall be made for such amount in cash, or other payments satisfactory to the holders of Senior Debt, before the Holders of any of the Securities are entitled to receive any payment or distribution of any character, whether in cash, securities or other property, on account of the principal of or premium, if any, or interest, including Special Interest, if any, on the Securities. (b) In the event of any acceleration of Maturity of the Securities because of an Event of Default, unless the full amount due in respect of all Senior Debt is paid in cash or other form of payment satisfactory to the holders of Senior Debt, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest, including Special Interest, if any, on the Securities or to acquire any of the Securities (including any conversion, redemption or cash repurchase pursuant to the exercise of the Fundamental Change Repurchase Right or otherwise), and the Company shall give prompt written notice of such acceleration to such holders of Senior Debt. (c) In the event of and during the continuance of any default in payment of the principal of or premium, if any, or interest on, rent or other payment obligations in respect of, any Senior Debt, unless all such payments due in respect of such Senior Debt have been paid in full in cash or other payments satisfactory to the holders of Senior Debt, no payment shall be made by the Company with respect to the principal of, premium, if any, or interest, including Special Interest, if any, on the Securities or to acquire any of the Securities (including any conversion, redemption, or cash repurchase pursuant to the exercise of the Fundamental Change Repurchase Right). The Company shall give prompt written notice to the Trustee of any default under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. (d) In the event that, notwithstanding the foregoing provisions of Sections 5.01(a), 5.01(b) and 5.01(c), any payment on account of principal, premium, if any, or interest, including Special Interest, if any, on the Securities shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust): (1) after the occurrence of an event specified in Section 5.01(a) or 5.01(b), then, unless all Senior Debt is paid in full in cash, or provision shall be made therefor; or (2) after the happening of an event of default of the type specified in Section 5.01(c) above, then, unless the amount of such Senior Debt then due shall have been paid in full, or provision made therefor or such event of default shall have been cured or waived, such payment (subject, in each case, to the provisions of Section 5.07 hereof) shall be held in trust for the benefit of, and shall be immediately paid over to, the holders of Senior Debt or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Debt may have been issued, as their interests may appear.

  • Notation on Securities in Respect of Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

  • 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.

  • Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock (a) Neither the Parent nor either Borrower will, and none of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), none of the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock and neither Borrower will, and neither the Parent nor either Borrower will permit, any of the Restricted Subsidiaries or any Other Guarantor to issue any shares of Preferred Stock; provided, however, that: (i) the Parent or any Other Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Other Guarantor may issue shares of Preferred Stock, if the Consolidated Interest Coverage Ratio of the Parent and its Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1.0; or (ii) the Company or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or other shares of Preferred Stock, if the Consolidated Interest Coverage Ratio of the Company and the Restricted Subsidiaries on a consolidated basis, for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or other shares of Preferred Stock is issued, as the case may be, would have been at least 2.0 to 1.0, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or other shares of Preferred Stock had been issued, as the case may be, on the first day of such four-quarter period.