Tender of Senior Notes Sample Clauses

Tender of Senior Notes. Subject to and conditioned upon the closing of the Transaction contemplated under the Master Transaction Agreements (the “Transaction Closing”), the Parties hereto agree that on or before the date that is five (5) business days after the date Emergent launches the Senior Note Exchange Offer, each Consenting Senior Note Holder shall tender, in accordance with and subject to the terms and conditions of the Senior Note Exchange Offer which terms will include, among other things, entering into, concurrent with the tender, a Senior Note purchase agreement with PJC or the Investor to sell 100% of the aggregate principal amount of the New Senior Notes that are to be issued to such Consenting Senior Note Holder at a price equal to 100% of the face amount of each New Senior Note purchased (the “Sale Price”), all of the Senior Notes it holds into the Senior Note Exchange Offer in exchange for New Senior Notes to be governed by the New Senior Note Indenture (the “Senior Notes Exchange”). At the Transaction Closing including the closing under the Senior Note purchase agreement (the “Closing Date”), to consummate the Transaction and compensate the Consenting Senior Note Holders for amounts they would have received under the Indenture as a result of the Transaction, Emergent agrees to pay to each Consenting Senior Note Holder 5.0% of the face amount of the Senior Notes held by such Consenting Senior Note Holder plus all accrued but unpaid interest under such Senior Notes through the Closing Date (collectively, the “Sale Participation Fee,” and together with the transactions contemplated under the Agreement, Senior Note Exchange Offer, New Senior Note Indenture, Note Purchase Transaction, and the Sale Price, the “Senior Note Transactions”). Emergent shall not be obligated to pay the Sale Participation Fee unless and until all of the conditions to the effectiveness thereof set forth herein and/or in other Senior Note Transactions have been satisfied or will be satisfied or waived by the applicable parties; provided that the effectiveness of the Senior Notes Exchange shall be subject to the receipt by such Consenting Senior Note Holder on the Closing Date of the Sale Price and Sale Participation Fee due to such Consenting Senior Note Holder in accordance with the terms hereof, as well as the payment of all amounts due pursuant to Section 3.05. Notwithstanding anything contained herein to the contrary, if each Consenting Senior Note Holder does not receive the Sale Price an...
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Related to Tender of Senior Notes

  • The Senior Notes Section 2.01.

  • 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.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • 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.

  • Replacement of Notes Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

  • Guarantees of Notes 75 Section 10.01. Subsidiary Guarantees 75 Section 10.02. [Reserved] 76 Section 10.03. Guarantors May Consolidate, etc., on Certain Terms 76 Section 10.04. Releases of Subsidiary Guarantees 77 Section 10.05. Execution and Delivery of Guaranty 77 Section 10.06. Limitation on Guarantor Liability 77

  • Initial Notes and Additional Notes On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of Hxxxxx Bay Master Fund Ltd. ("Hxxxxx Bay"), the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Initial Notes and the Initial Warrants to be issued and sold to such New Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (B) an Initial Warrant pursuant to which such New Buyer shall have the right to acquire up to such number of Initial Warrant Shares as is set forth opposite such New Buyer's name in column (4) of the Schedule of Buyers, in all cases, duly executed on behalf of the Company and registered in the name of such New Buyer or its designee. On each Additional Closing Date, (i) each applicable New Buyer shall pay its respective Additional Purchase Price (less, in the case of Hxxxxx Bay, the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Additional Notes and the Additional Warrants to be issued and sold to such New Buyer at the Additional Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Additional Note in an aggregate original principal amount equal to the applicable Additional Note Purchase Amount and (B) an Additional Warrant pursuant to which such Buyer shall have the right to acquire up to that number of shares of Common Stock equal to the number of Additional Conversion Shares underlying the Additional Notes to be purchased by such Buyer in such Additional Closing, based on the initial Fixed Conversion Price, in all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

  • Ranking of Notes No Indebtedness of the Company, at the Closing, will be senior to, or pari passu with, the Notes in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.

  • Existing Notes The term “

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