Convertible Notes Documents Sample Clauses

Convertible Notes Documents. Set forth on Schedule 4.24 is a list of all Convertible Notes Documents as of the ClosingFirst Amendment Date. As of the ClosingFirst Amendment Date, Borrowers have delivered to Agent complete and correct copies of the Convertible Notes Documents. As of the ClosingFirst Amendment Date, no Loan Party which is a party thereto is in default in the performance or compliance with any provisions of any of the Convertible Notes Documents, and the Convertible Notes Documents comply in all material respects with all applicable laws. Each of the Convertible Notes Documents is in full force and effect and has not been terminated, rescinded or withdrawn as of the ClosingFirst Amendment Date. The execution, delivery and performance of the Convertible Notes Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (y) consents or approvals that have been obtained and that are still in full force and effect, and (z) consents or approvals the failure of which to obtain could not reasonably be expected to be (A) materially adverse to the business, operations, or financial condition of the Loan Parties and their Subsidiaries or (B) materially adverse to the interests of Agent or the Lenders.
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Convertible Notes Documents the Convertible Notes Agreement and the “Note Documents” under and as defined in the Convertible Notes Agreement. Convertible Notes Trustee: U.S. Bank National Association in its capacity as trustee for the holders of the Convertible Notes and its successors and permitted assigns in such capacity. CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt: as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding accrued expenses, trade payables and other non-interest bearing unsecured liabilities incurred and being paid in the Ordinary Course of Business and deferred taxes; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of an Obligor, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership or other entity in which such Person is a general partner or otherwise liable with respect to such recourse Debt. Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.
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Convertible Notes Documents. (a) Borrower has delivered to Agent a complete and correct copy of the Convertible Notes Documents, including all schedules and exhibits thereto. Each Convertible Notes Document is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, in each case, except (i) as may be limited by equitable principles or applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Borrower is not in default in any material respect in the performance or compliance with any provisions thereof.
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Convertible Notes Documents. All Obligations hereunder and under the other Loan Documents constitutes Designated Senior Indebtedness under each of the 1.875% Notes Indenture, the 2.750% Notes Indenture and the 3.875% Notes Indenture. Prior to the incurrence of any Second Lien Indebtedness, no Designated Senior Indebtedness exists other than the Obligations evidenced by this Agreement and the other Loan Documents, and after the incurrence of any Second Lien Indebtedness, no Designated Senior Indebtedness will exist other than the Obligations evidenced by this Agreement and the other Loan Documents and such Second Lien Indebtedness.
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Convertible Notes Documents collectively, the Convertible Notes, the Convertible Notes Indenture and all other documents, agreements and instruments executed or delivered in connection therewith. “Convertible Notes Documents” shall include, subject in all respects to the Refinancing Conditions, any and all notes, indentures and all other documents, agreements and instruments executed or delivered in connection with any Refinancing Debt incurred in replacement or substitution of any Convertible Notes.
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Convertible Notes Documents collectively, the Convertible Notes Indenture, the Convertible Notes and all agreements (including any security agreement), documents and instruments executed or delivered in connection with any of the foregoing, in each case as in effect on the Closing Date (or as amended thereafter with the consent of Agent).
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Convertible Notes Documents the Convertible Notes Agreement and the “Note Documents” under and as defined in the Convertible Notes Agreement.
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Related to Convertible Notes Documents

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Subordinated Debt Documents Subject to Section 10.6(m), the failure of any Loan Party to comply with the terms of any intercreditor agreement or any subordination provisions of any note or other document running to the benefit of the Administrative Agent or Lenders, or if any such document becomes null and void or unenforceable against any lender holding the Subordinated Debt.

  • Convertible Note 9 Section 3.8

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Existing Notes The term “

  • Securities Documents 22 Section 3.17 Related Party Transactions.................................................22 Section 3.18 Schedule of Termination Benefits...........................................22 Section 3.19 Deposits...................................................................23 Section 3.20 Antitakeover Provisions Inapplicable.......................................23 Section 3.21

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • Note Documents Receipt by the Purchasers of executed counterparts of this Agreement and the other Note Documents, each properly executed by a Responsible Officer of the signing Note Party and each other party to such Note Documents, in each case in form and substance satisfactory to the Purchasers.

  • Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of two years from the closing the Company will not issue any convertible debt below $0.90 per share.

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