Additional Noteholders Sample Clauses

Additional Noteholders. It is understood that pursuant to Section 5.18 of the Merger Agreement, the Company shall not issue a Senior Secured Convertible Note due 2025 after the date hereof to any person unless (i) such person shall become a Noteholder hereunder by executing a joinder agreement substantially in the form of Exhibit A hereto (a “Joinder”) and delivering same to each of Merger Sub and Parent and (ii) Holders of a majority in interest of the Notes outstanding on the date hereof consent to such issuance and the joinder of such party.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Additional Noteholders. The Seller shall have the right, at any time and from time to time, with the written consent of the Note Insurer (which consent shall not be unreasonably withheld), to increase the Maximum Facility Amount to an aggregate amount not to exceed $35,000,000 and to cause Notes to be issued hereunder to additional Noteholders with an aggregate Maximum Principal Amount which, when aggregated with the Maximum Principal Amounts of all other Notes outstanding shall not exceed $35,000,000. Each such increase shall be effected by delivery to the Trustee of a written notice (a "Notice of Addition of Noteholder"), executed by the Seller, the Servicer and the Note Insurer, stating among other things, the identity of the additional Noteholder or Noteholders, the amount to which the Maximum Facility Amount is to be increased, the Maximum Principal Amount of the Note or Notes to be issued to such additional Noteholder or Noteholders, the issuance date thereof, which issuance date shall be at least three Business Days after the delivery of such notice, and authorizing the Trustee to issue a new Note or Notes in such increased Maximum Principal Amount to the additional Noteholder or Noteholders. Upon receipt of such Notice of Addition of Noteholder, compliance with the provisions of Section 6.04 and the deposit by the Seller of the Required Reserve
Sample 1Sample 2
Additional Noteholders. Any additional holder of any portion of the Notes may become a party to this Agreement by duly executing a written acknowledgment of such holder's agreement to be bound by the terms and provisions of this Agreement and to be deemed to be a "Noteholder" for all purposes hereof, and upon delivery of an executed copy of such acknowledgment to Grand, Stratosphere and each other Noteholder, such holder shall be thereafter deemed to be a Noteholder for all purposes hereof.
Sample 1
Additional Noteholders. The benefit of the provisions of the Transaction Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Noteholder that is not a Noteholder party hereto as long as, by accepting such benefits, such Noteholder agrees, as among the Collateral Agent and all other Noteholders, that such Noteholder is bound by (and, if requested by the Collateral Agent, shall confirm such agreement in a writing in form and substance acceptable to the Collateral Agent) this Article 11, Section 9.1, Section 9.16, and the decisions and actions of the Collateral Agent and the Required Noteholders to the same extent a Noteholder is bound; provided, however, that, notwithstanding the foregoing, (a) such Noteholder shall be bound by Section 11.8 only to the extent of liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Noteholder, in which case the obligations of such Noteholder thereunder shall not be limited by any concept of pro rata share or similar concept, and (b) except as otherwise set forth herein, such Noteholder shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Transaction Document.
Sample 1
Additional Noteholders. In connection with an assignment of all, or of a proportionate part of all, of its right, title and interest under the Note Agreement and the Notes to any insurance company, bank or other financial institution (a “Purchaser”), all in accordance with the applicable provisions of the Note Agreement and the Notes, such Purchaser shall become a Noteholder hereunder only upon (a) the written agreement of such transferor Noteholder and such Purchaser and (b) the receipt by the Collateral Agent of a Supplement to Intercreditor and Collateral Agency Agreement substantially in the form of Attachment A hereto executed and delivered by such Purchaser. Signature pages to Intercreditor and Collateral Agency Agreement HOU03:1283630
Sample 1
Additional Noteholders. Any holder of any portion of the Notes ---------------------- may become a party to this Agreement by duly executing a written acknowledgement of such holder's Agreement to be bound by the terms and provisions of this Agreement and to be deemed a "Consenting Holder" for all purposes hereof, and upon delivery of an executed copy of such acknowledgement to Feet and each other Consenting Holder, such holder shall thereafter be deemed to be a Consenting Holder for all purposes hereof. * * *
Sample 1
Additional Noteholders. 8.1 Any person, having executed and delivered the Deed of Adherence contained at Schedule 2 to the Company, may become a Noteholder, and be a party to this Agreement and a Beneficiary under it.
Sample 1
AutoNDA by SimpleDocs

Related to Additional Noteholders

  • Additional Notes The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or consent of the Holders of the Notes, create and issue pursuant to this Indenture additional Notes (“Additional Notes”) having terms and conditions set forth in this Supplemental Indenture, identical to the Notes issued on the date hereof, except that Additional Notes may:

  • Initial Notes and Additional Notes On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of Hxxxxx Bay Master Fund Ltd. ("Hxxxxx Bay"), the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Initial Notes and the Initial Warrants to be issued and sold to such New Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (B) an Initial Warrant pursuant to which such New Buyer shall have the right to acquire up to such number of Initial Warrant Shares as is set forth opposite such New Buyer's name in column (4) of the Schedule of Buyers, in all cases, duly executed on behalf of the Company and registered in the name of such New Buyer or its designee. On each Additional Closing Date, (i) each applicable New Buyer shall pay its respective Additional Purchase Price (less, in the case of Hxxxxx Bay, the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Additional Notes and the Additional Warrants to be issued and sold to such New Buyer at the Additional Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Additional Note in an aggregate original principal amount equal to the applicable Additional Note Purchase Amount and (B) an Additional Warrant pursuant to which such Buyer shall have the right to acquire up to that number of shares of Common Stock equal to the number of Additional Conversion Shares underlying the Additional Notes to be purchased by such Buyer in such Additional Closing, based on the initial Fixed Conversion Price, in all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

  • Optional Notes If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a promissory note or promissory notes to evidence such Lender’s Revolving Loans or Swing Line Loans, substantially in the form of Exhibit IV or Exhibit V annexed hereto, respectively, with appropriate insertions.

  • Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Communication by Holders of Notes with Other Holders of Notes Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

Time is Money Join Law Insider Premium to draft better contracts faster.