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.
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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.
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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
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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.
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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. HOU03:1283630
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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. 8.2 The Security Trustee hereby consents to any additional Noteholders, having executed and delivered the Deed of Adherence contained at Schedule 2 to the Company, being a Beneficiary under this Agreement.
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Related to Additional Noteholders

  • Additional Notes (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the Issue Date and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws).

  • 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.”

  • Initial Note A-3 Holder (Prior to Securitization of Note A-3): Following Securitization of Note A-3 the applicable notice addresses set forth in the related Securitization Servicing Agreement.

  • 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).

  • Initial Note A-2 Holder (Prior to Securitization of Note A-2): Following Securitization of Note A-2 the applicable notice addresses set forth in the related Securitization Servicing Agreement.

  • Communication by Noteholders with Other Noteholders Noteholders may communicate with other Noteholders with respect to their rights under the Indenture or the Notes.

  • Issuance of Additional Notes The Issuers shall be entitled, subject to their compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Initial Issuance Date, other than with respect to the date of issuance, issue price and the date from which interest begins to accrue. The Initial Notes issued on the Initial Issuance Date, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, consents, directions, declarations, amendments, redemptions and offers to purchase. With respect to any Additional Notes, the Issuers shall set forth in an Officers’ Certificate, which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP number and any corresponding ISIN of such Additional Notes; and (3) whether such Additional Notes shall be Transfer Restricted Securities and issued in the form of Initial Notes as set forth in Exhibit 1 to the Appendix to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to the Appendix.

  • Noteholder Communications; Noteholder Actions (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. (1) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient. (2) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders. (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective. (d) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

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