Replacement Entity definition
Replacement Entity means an entity which is either:
Replacement Entity has the meaning set forth in Section 8.3(f).
Replacement Entity has the meaning specified in the definition of “Permitted Reorganization”.
Examples of Replacement Entity in a sentence
In addition, in the event of the release of the Note Guarantee given by ▇▇▇▇▇ ▇▇▇▇▇▇ International Group Limited in connection with a Permitted Reorganization, its Replacement Entity shall promptly thereafter become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit I.
More Definitions of Replacement Entity
Replacement Entity has the meaning specified in the definition of “Permitted Reorganization.” “Responsible Officer” means, when used with respect to the Trustee, any officer in the corporate trust department of the Trustee including any director, vice president, assistant vice president or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, in each case having direct responsibility for the administration of this Indenture, and any other officer to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject. “Restricted Global Note” means a Global Note that is a Restricted Note. “Restricted Note” has the same meaning as “restricted security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request (at the expense of the Issuer) and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note. “Restricted Payment” means any of the following: (a) the declaration or payment of any dividend or any other distribution on Equity Interests of Holdings or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of Holdings, including, without limitation, any payment in connection with any merger or consolidation involving Holdings but excluding dividends or distributions payable solely in Qualified Equity Interests of Holdings or through accretion or accumulation of such dividends on such Equity Interests; (b) the redemption of any Equity Interests of Holdings, including, without limitation, any payment in connection with any merger or consolidation involving Holdings; or (c) any Investment in an Unrestricted Subsidiary. “Restricted Payments Basket” has the meaning set forth in clause (c) of the first paragraph of Section 4.10. “Restricted Period” has the meaning set forth in Section 2.17(b)(i). “Restricted Physical Note” means a Physical Note that is a Restricted Note. “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Holdings that is not then an Unrestricted Subsidiary; provided, however , that upon the 30
Replacement Entity has the meaning ascribed to it in section 124-780 of the ITAA 1997.
Replacement Entity has the meaning specified in the definition of “Permitted Reorganization”. “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (C) with respect to a Swing Line Loan, a Swing Line Loan Notice. “Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination. “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. “Restricted Payment” means any of the following: (a) the declaration or payment of any dividend or any other distribution on Equity Interests of Holdings or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of Holdings, including, without limitation, any payment in connection with any merger or consolidation involving Holdings but excluding dividends or distributions payable solely in Qualified Equity Interests of Holdings or through accretion or accumulation of such dividends on such Equity Interests; (b) the redemption of any Equity Interests of Holdings, including, without limitation, any payment in connection with any merger or consolidation involving Holdings; or (c) any Investment in an Unrestricted Subsidiary. 39 ▇▇▇▇▇ ▇▇▇▇▇▇ Amended and Restated Credit and Guaranty Agreement NYDOCS03/1067767.15