Noteholder Agreement Sample Clauses

Noteholder Agreement. By acceptance of a Note, the Noteholder agrees with and represents to the Depositor, the Trust, the Indenture Trustee and the Note Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and applicable State securities laws have been complied with for the Note according to Section 2.6(a), (ii) the Note Transfer is to the Depositor or its Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is (A) in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A or (B) in compliance with Rule 903 or 904 of Regulation S, to a non-U.S. person outside the United States.
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Noteholder Agreement. Notwithstanding anything to the contrary herein, (i) no Holder shall take any action contrary to the direction given to the Trustee by Holders to dismiss with prejudice and release all claims, counterclaims and/or third-party claims that were asserted or could have been asserted by the Trustee or the Holders in connection with the 2011 Restructuring Transactions, including those asserted in the Lawsuit, (ii) no Holder shall have any rights with respect to any claims, counterclaims and/or third-party claims that were asserted or could have been asserted by the Trustee or the Holders in connection with the 2011 Restructuring Transactions, including those asserted in the Lawsuit and (iii) no Holder shall have any rights with respect to any claims that could be asserted against the Trustee in connection with the Trustee’s execution of the Stipulation and the Trustee Release. The terms “2011 Restructuring Transactions,” “Lawsuit,” “Stipulation,” and “Trustee Release” will have the meanings ascribed to such terms in the Offering Memorandum.”
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Noteholder Agreement. The Investor agrees that by acceptance of the August 2013 Convertible Note pursuant to the terms of this Agreement, he will be bound by the terms of the August 2013 Convertible Note.
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Noteholder Agreement. A copy of the executed amendment documentation to the Noteholder Agreement.
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Related to Noteholder Agreement

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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