No Senior Debt Sample Clauses

No Senior Debt. So long as this Note is outstanding, Company will not incur on or after the Closing Date any indebtedness for borrowed money that is not expressly subordinated to this Note, without the prior written consent of Lender. For the avoidance of doubt, the phrase “indebtedness for borrowed money” will not include ordinary-course obligations to trade creditors.
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No Senior Debt. Prior to the earlier of (i) the occurrence of a Qualified Financing, (ii) the consummation of a conversion at the option of the Holder pursuant to Section 3(b) or (iii) the payment of this Note and all interest accrued hereunder in full, the Company shall not create, incur, assume, permit to exist or otherwise become liable for any Indebtedness that is senior in any respect in right of payment to this Note.
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No Senior Debt. The Company shall not, and shall not permit any of its Subsidiaries to incur, any indebtedness for money borrowed that will be senior or pari passu to the Securities; provided, however, that the Company may obtain a line of credit from a financial institution having assets of not less than $200,000,000 in an amount up to $5,000,000, to use for working capital.
Sample 1
No Senior Debt. Vaccinogen does not currently have any indebtedness for borrowed money or any obligations evidenced by notes or debentures or similar instruments (collectively, “Debt”), except (i) indebtedness owed to Organon Teknika Corporation (now Merck) in the amount of $3,000,000 (plus accrued interest calculated from October 31, 2007 based on a simple annual interest rate based on the prime lending rate in effect on the anniversary of October 31, 2007) pursuant to that certain Letter Agreement, dated October 31, 2007, among Intracel Holdings Corporation, Intracel Acquisition Holdings Company LLC, Organon Biosciences International B.V., and Organon Teknika Corp (the “Merck Debt”) and (ii) indebtedness owed to Dolphin Offshore Partners, LP (“Dolphin”) in the amount of $1,600,000 (plus accrued thereon from March 31, 2016) pursuant to that certain Unsecured Promissory Note, effective as of March 31, 2016, issued by Vaccinogen in Favor of Dolphin (the “Dolphin Debt”). The Merck Debt is due one (1) year after the first marketing approval of OncoVax by the United States Food and Drug Administration or the European Medicines Agency, whichever is first, in annual payments of $1,000,000 (plus accrued interest) until collection of the entire outstanding amount (subject to certain acceleration provisions). The Dolphin Debt matures on June 30, 2016. From the date hereof and until the date that this Note is paid in full, Vaccinogen shall not incur, create or assume any additional Debt, except: (a) Debt existing or arising under this Note and any refinancing thereof; and (b) Debt that is subordinate to the prior payment in full of the obligations evidenced by this Note.
Sample 1
No Senior Debt. Vaccinogen does not currently have any indebtedness for borrowed money or any obligations evidenced by notes or debentures or similar instruments (collectively, “Debt”), except indebtedness owed to Organon Teknika Corporation (now Merck) in the amount of $3,000,000 (plus accrued interest calculated from October 31, 2007 based on a simple annual interest rate based on the prime lending rate in effect on the anniversary of October 31, 2007) pursuant to that certain Letter Agreement, dated October 31, 2007, among Intracel Holdings Corporation, Intracel Acquisition Holdings Company LLC, Organon Biosciences International B.V., and Organon Teknika Corp (the “Merck Debt”). The Merck Debt is due one (1) year after the first marketing approval of OncoVax by the United States Food and Drug Administration or the European Medicines Agency, whichever is first, in annual payments of $1,000,000 (plus accrued interest) until collection of the entire outstanding amount (subject to certain acceleration provisions). From the date hereof and until the date that this Note is paid in full, Vaccinogen shall not incur, create or assume any additional Debt, except: (a) Debt existing or arising under this Note and any refinancing thereof; and (b) Debt that is subordinate to the prior payment in full of the obligations evidenced by this Note.
Sample 1
No Senior Debt. Except for the Debentures and for obligations with respect to equipment leases or other equipment financings incurred in the ordinary course of business, the Company is not currently indebted to any banks, commercial finance lenders, leasing or equipment financing institutions (including the vendor financing such equipment) or other lending institutions regularly engaged in the business of lending money (including venture capital, investment banking or similar institutions which sometimes engage in lending activities but which are primarily engaged in investments in equity securities), for money borrowed or for the purchase or leasing of equipment in the case of lease or other equipment financing, whether or not secured.
Sample 1
No Senior Debt shall be incurred, agreed to, or outstanding in excess of the amount that would result in a violation of the Senior Debt To Net Worth Ratio; and/or
Sample 1
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No Senior Debt. So long as any principal amount of Debentures is outstanding, the Company and its subsidiaries shall not, without the affirmative vote of the holders of at least 75% of the principal amount of the Debentures then outstanding, incur any additional indebtedness which is senior to the Debentures, except for capital leases and financing for operating equipment and for working capital facilities from commercial banks up to the greater of $15 million or 25% of revenues, provided that such limitation shall not apply to financing for acquisitions of companies or assets or licenses of products, patents or other intellectual property.
Sample 1

Related to No Senior Debt

  • No Senior Subordinated Debt The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Subsidiary Guarantees.

  • 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.

  • 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.

  • 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.

  • Trustee Not Fiduciary for Holders of Senior Indebtedness The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

  • Securities Subordinated to Senior Indebtedness Except as otherwise specified as contemplated by Section 301 for any series of Securities, the Corporation covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Securities of any series and the payment of the principal of and any premium or interest on each and all of the Securities of each series is subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. In the event (a) of any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or (b) subject to the provisions of Section 1402 that (i) a default shall have occurred and be continuing with respect to the payment of principal, interest or any other monetary amounts due and payable on any Senior Indebtedness and such default shall have continued beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), or (ii) the maturity of any Senior Indebtedness shall have been accelerated because of a default in respect of such Senior Indebtedness (and the Trustee shall have received written notice thereof from the Corporation or one or more holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture pursuant to which any such Senior Indebtedness may have been issued), then: (i) the holders of all Senior Indebtedness shall first be entitled to receive, in the case of (a) above, payment of all amounts due or to become due upon all Senior Indebtedness and, in the case of subclauses (i) and (ii) of clause (b) above, payment of all amounts due thereon, or provision shall be made for such payment in money or money's worth, before the Holders of any of the Securities are entitled to receive any payment on account of the principal of or any premium or interest on the indebtedness evidenced by the Securities, including, without limitation, any payments made pursuant to Article Eleven or Article Twelve; (ii) any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, to which the Holders of any of the Securities would be entitled except for the provisions of this Article, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of such Securities, shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness evidenced by such Securities; and (iii) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Corporation of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of such Securities, in respect of principal of or any premium or interest on any of the Securities or in connection with the repurchase by the Corporation of any of the Securities, shall be received by the Trustee or the Holders of any of the Securities when such payment or distribution is prohibited pursuant to this Section, such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness. Notwithstanding the foregoing, at any time after the 90th day following the date of deposit of money or Government Obligations pursuant to Section 1304 (provided all other conditions set out in such Section shall have been satisfied) the funds so deposited and any interest thereon will not be subject to any rights of holders of Senior Indebtedness including, without limitation, those arising under this Article. For purposes of this Article Fourteen, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior Indebtedness is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment. The consolidation of the Corporation with, or the merger of the Corporation into, another Person or the liquidation or dissolution of the Corporation following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other Person shall, as part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof.

  • Effect on Senior Indebtedness No supplemental indenture shall adversely affect the rights of any holder of Senior Indebtedness under Article Sixteen without the consent of such holder. ARTICLE TEN

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Trustee's Relation to Senior Indebtedness The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Company and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver to holders of Securities, the Company or any other Person money or assets to which any holder of Senior Indebtedness of the Company shall be entitled by virtue of this Article XII or otherwise.

  • 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.

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