Investor Debt Sample Clauses

Investor Debt. The various unsecured, convertible promissory notes issued to investors (the “Investors”) listed on Schedule 1(d)(iii) along with all outstanding interest thereon (the “Investor Notes”), which Investor Notes shall each automatically be deemed convertible loans of the Parent in accordance with their terms and in the principal amounts as set forth on Schedule 1(d)(iii) which Investor Notes shall become convertible into Common Stock of Parent at the rates and conversion prices set forth on Schedule 1(d)(iii).
Sample 1
AutoNDA by SimpleDocs
Investor Debt. Schedule 2.2 sets forth each of the Investor Notes. At the Effective Time, each Investor Note outstanding immediately prior to the Effective Time will be cancelled and extinguished, and each holder of the Investor Notes (i) shall have the right to receive its portion of the Investor Debt Consideration in the form of cash or Parent Common Stock, pursuant to such holder’s Payment Type, as set forth on Schedule 2.2 and calculated using the Parent Common Valuation, and (ii) shall deliver to Parent documents in form reasonably satisfactory to Parent and its financing sources, from the holders of the Investor Notes evidencing (1) the discharge of all obligations pursuant to the Investor Notes and (2) termination and the release of all Encumbrances created pursuant to the Investor Notes or any guarantee and collateral agreements (including any security, pledge or fee agreement) pertaining to such Investor Notes (the “Investor Notes Acknowledgment Letters”, and together with the Credit Agreement Acknowledgment Letter, the “Acknowledgement Letters”), which Investor Notes Acknowledgment Letters will be in a form reasonably satisfactory to Parent and its financing sources and shall indicate that such holders of Investor Notes have agreed to: (x) immediately terminate and release all Encumbrances and return all possessory collateral relating to the assets and properties of the Company or its Subsidiaries upon receipt of the Investor Debt Consideration, (y) authorize the Company or its designee to file releases of Encumbrances should the Investor fail to file such releases within ten (10) days after the date of the Investor Notes Acknowledgement Letter, and (z) terminate all guarantees and collateral agreements (including any security, pledge or fee agreement) with regard to the Company and its Subsidiaries. All payments of the Investor Debt Consideration made in the form of Parent Common Stock shall be delivered to the holders of the Investor Notes by the Exchange Agent after the Effective Time. The Escrow Percentage of the amount payable pursuant to this Section 2.2(a) to the holders of Investor Notes shall be withheld from the amounts otherwise payable and deposited in the Escrow Fund.
Sample 1
Investor Debt. Until the Final Discharge Date, no Investor shall, except with the prior consent of (a) each Senior Representative unless such action is not prohibited by the covenants in its respective Senior Agreement and (b) the High Yield Notes Trustee, unless such action is not prohibited by the covenants in the High Yield Notes Indenture: 7.1.1 demand or receive payment, repayment or prepayment of any principal, interest or other amount on or in respect of, or any distribution in respect of, any Investor Debt in cash or in kind or apply any money or property in or towards discharge of any Investor Debt, except as permitted by Clause 11.3 (Permitted Investor Payments) or Clause 14.3 (Filing of claims); 7.1.2 exercise any set-off against any Investor Debt, except as permitted by Clause 11.3 (Permitted Investor Payments) or Clause 14.3 (Filing of claims); 7.1.3 permit to subsist or receive any Security, or any guarantee, for, or in respect of, any Investor Debt; 7.1.4 claim or rank as a creditor in the insolvency, winding-up, bankruptcy or liquidation of any member of the Group other than in accordance with Clause 14.3 (Filing of claims); 7.1.5 xxx, claim or bring proceedings against any member of the Group for breach of any representation, warranty or undertaking by any member of the Group under or in connection with any Investor Document; 7.1.6 xxx, claim or bring proceedings against the provider of a Report in connection with any Report nor receive any payment in connection with any such suit, claim or proceeding; 7.1.7 take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired; 7.1.8 convert any Investor Debt into shares of an Obligor; 7.1.9 exercise its voting rights as shareholder of the Company so as to permit or require any member of the Group to pay, prepay, redeem, purchase, defease or otherwise acquire any Investor Debt; or 7.1.10 exercise its voting rights as shareholder of the Company so as to permit or require the declaration or payment by the Company of any dividend or distribution on or in respect of the share capital of the Company or the redemption, repayment, reduction, repurchase, cancellation or other extinguishment of any share in the capital of the Company.
Sample 1
Investor Debt. INTRA-GROUP DEBT AND VALUE TRANSFERS....................................... 10 6. TURNOVER................................................................... 13 7.
Sample 1
Investor Debt. No member of the Group may: (a) pay any interest in respect of any Investor Debt, but this shall not prevent the capitalisation of such interest; or (b) repay or prepay any amount of principal (or capitalised interest) of or in respect of any Investor Debt or purchase or enter into any sub-participation arrangement in respect of any Investor Debt, except to the extent the same is a Permitted Distribution or is allowed by the terms of the Intercreditor Agreement.
Sample 1
Investor Debt. Except as permitted under the Intercreditor Deed, the Company shall not (and will ensure that no other member of the Group will): (a) repay or prepay any principal amount (or capitalised interest) outstanding under any loan facility or other financial arrangement which is (or is expressed in the Intercreditor Deed to be) subordinated in right of payment to any Loan; (b) pay any interest, fee or charge accrued or due under the Loan Note Instrument, any Shareholder Loan or any intercompany loan; or (c) purchase, redeem, defease or discharge any amount outstanding under any such arrangement.
Sample 1
Investor Debt. Until the Final Discharge Date, no Obligor shall (and the Company shall ensure that no member of the Group will), except with the prior consent of an Instructing Group: (i) pay, repay or prepay any principal, interest (other than capitalisation interest) or other amount on or in respect of, or make any distribution in respect of, any Investor Debt in cash or in kind, or apply any money or property in or towards discharge of any Investor Debt, except as permitted by Clause 12.5 (Permitted Investor Payments) or Clause 15.3 (Filing of claims); (ii) exercise any set-off against any Investor Debt, except as permitted by Clause 12.5 (Permitted Investor Payments) or Clause 15.3 (Filing of claims); (iii) create or permit to subsist any Security, or give any guarantee, for, or in respect of, any Investor Debt; (iv) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired; or (v) convert any Investor Debt into shares of any member of the Group other than ordinary shares of the Company.
Sample 1
AutoNDA by SimpleDocs
Investor Debt 
Sample 1

Related to Investor Debt

  • Senior Debt The Obligations constitute “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in, the documentation governing, any Indebtedness that is subordinated to the Obligations expressly by its terms.

  • Senior Indebtedness Status The Obligations of each Credit Party under this Agreement and each of the other Financing Documents ranks and shall continue to rank at least senior in priority of payment to all Debt that is contractually subordinated to the Obligations of each such Person under this Agreement and is designated as “Senior Indebtedness” (or an equivalent term) under all instruments and documents, now or in the future, relating to all Debt that is contractually subordinated to the Obligations under this Agreement of each such Person.

  • Designated Senior Debt Designate any Indebtedness (other than under this Agreement and the other Loan Documents) of the Borrowers or the Restricted Subsidiaries as “Designated Senior Indebtedness” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

  • Designated Senior Indebtedness The Loan Documents and all of the Obligations have been deemed “Designated Senior Indebtedness” or a similar concept thereto, if applicable, for purposes of any other Indebtedness of the Loan Parties.

  • Default on Designated Senior Debt (a) Neither the Company nor any of the Guarantors may make any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if: (i) a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or (ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing. (b) Payments on the Notes may and shall be resumed at the first to occur of the following: (i) in the case of a payment default, upon the date on which such default is cured or waived; and (ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated. (c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period. (d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

  • Senior Subordinated Notes (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

  • Reliance by Holders of Senior Indebtedness on Subordination Provisions (a) Each Holder by accepting a Security of any series acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor or any other Person.

  • Investor Documents Each Investor has executed a Subscription Agreement which has been provided to Administrative Agent. Each Side Letter that has been entered into by such Investor has been provided to Administrative Agent. For each Investor, (i) the applicable Operative Document and its Subscription Agreement (and any related Side Letter) set forth its entire agreement regarding its Capital Commitment and (ii) no changes, modifications, amendments or waivers were otherwise made to the applicable Operative Document, form Subscription Agreement attached hereto, or any related Side Letter.

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

  • Senior Debt Status The Obligations of each Loan Party under this Agreement, the Notes, the Guaranty Agreement and each of the other Loan Documents to which it is a party do rank and will rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party except Indebtedness of such Loan Party to the extent secured by Permitted Liens. There is no Lien upon or with respect to any of the properties or income of any Loan Party or Subsidiary of any Loan Party which secures indebtedness or other obligations of any Person except for Permitted Liens.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!