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 Closing Date. As of the Closing Date, Borrowers have delivered to Agent complete and correct copies of the Convertible Notes Documents. As of the Closing 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 Each of the Convertible Notes Documents is in full force and effect and has not been terminated, rescinded or withdrawn as of the Closing Date.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. (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. (b) The Indebtedness evidenced by this Agreement and the other Loan Documents constitutes Designated Senior Indebtedness under each of the 1.875% Convertible Notes Indenture and the 3.875%
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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. 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 the Convertible Notes Agreement and the “Note Documents” under and as defined in the Convertible Notes Agreement.
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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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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.

  • Convertible Note 9 Section 3.8

  • Senior Notes Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Company shall give any notices and take all other actions necessary in accordance with the terms of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Senior Notes, which actions shall include, without limitation, the Company (or its Subsidiaries) (i) giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement, (ii) preparing any supplemental indentures required in connection with the Merger and the other transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the Effective Time, in form and substance reasonably satisfactory to the Trustee and Parent, and (iii) delivering any opinions of counsel required to be delivered prior to the Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement, provided that opinions of counsel required by the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement shall be delivered by Parent and its counsel to the extent required to be delivered at or after the Effective Time.

  • 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.

  • 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).

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Term Notes The Term Loan made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Term Note to such Lender.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

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