Additional Exchange Notes definition

Additional Exchange Notes means Additional Notes issued under this Indenture and subject to the Guarantees that are secured by the Collateral pursuant to the Collateral Documents on a pari passu basis with the other Notes and Guarantees thereof issued under this Indenture, which Additional Notes are issued in exchange for Existing Convertible Notes outstanding on the date of this Indenture on terms no more advantageous to the holders of such Existing Convertible Notes than the terms under which Supporting Note Holders exchanged their Existing Convertible Notes in the Private Convertible Note Exchanges were to such Supporting Note Holders.
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Additional Exchange Notes means the additional Exchange Notes offered to Holders at a purchase price in cash equal to 100% of the principal amount of such Exchange Notes provided that the aggregate principal amount of such Exchange Notes shall not exceed the lesser of (i) $15,000,000 and (ii) the aggregate principal amount of the Unexchanged 14.25% Notes.
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Additional Exchange Notes has the meaning ascribed to such term in Recital B of the Fifth Amendment.
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Examples of Additional Exchange Notes in a sentence

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  • Notwithstanding the foregoing, the Company shall be permitted to issue additional Senior Secured Notes in exchange for Old Senior Notes and Additional Exchange Notes in exchange for Existing Convertible Notes outstanding on the date of this Indenture on substantially the same terms and conditions as the Secured Note Exchange Offer or the Private Convertible Notes Exchanges, as applicable, provided that such issuances shall not include the payment of any tender or consent fees.

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  • The purpose of requiring the posting of money bail is to enable the release of a defendant who poses a risk of non-appearance.

  • The Company and each of the Guarantors shall not, directly or indirectly, create, incur, assume or guarantee anyIndebtedness secured by a Lien of any kind on any asset now owned or hereafter acquired that ranks equally with the Lien securing the Notes and the Guarantees, except for Liens securing Additional Exchange Notes (and Guarantees thereof).

  • On March 18, 2005, upon the expiration of the Additional Notes Exchange Offer, $60 million aggregate principal amount of Additional Exchange Notes were exchanged for the unregistered Additional Notes.

  • The elements of the residue class ring R / ( f(x) ) represent GF(pm) which is the extension field.

  • Each of the Holders who purchases Additional Exchange Notes agrees that its purchase of Additional Exchange Notes pursuant to Section 2(c) shall be funded in a manner so as to enable the proceeds of such purchase to be included in the deposit referenced in the immediately preceding sentence.

  • The Additional Exchange Notes represent our unsecured senior obligations and have been guaranteed by all of our subsidiaries with unconditional guarantees of payment that rank equally with existing and future senior unsecured debt of such subsidiaries and senior to existing and future subordinated debt of such subsidiaries.

  • As the guarantees were made in connection with the February 2015 exchange offer for the Initial Exchange Notes and October 2015 exchange offer for the Additional Exchange Notes, the Guarantors’ condensed financial information is presented as if the guarantees existed during the periods presented.


More Definitions of Additional Exchange Notes

Additional Exchange Notes means the additional Exchange Notes offered to Holders at a purchase price in cash equal to 100% of the principal amount of such Exchange Notes provided that the aggregate principal amount of such Exchange Notes shall not exceed the lesser of
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Additional Exchange Notes. Additional Notes," "Additional Offering," "Original Exchange Notes" and "Original Notes," in their entirety as follows:
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Additional Exchange Notes have the meaning specified in the recitals.
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Additional Exchange Notes has the meaning specified in the recitals of this Indenture.
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Additional Exchange Notes means Additional Notes issued under this Indenture that are Incurred under Section 4.03(b)(ii) in exchange for, or the net proceeds of which are used to refinance or replace, the 2021 Senior Secured Notes outstanding on the Issue Date after giving effect to the Notes Exchange.
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Related to Additional Exchange Notes

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Private Exchange Notes See Section 2(b) hereof.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Exchange Note means the Closed-End Exchange Note.

  • Additional Securities means such Securities which have been deposited pursuant to Section 2.05 to effect an increase over the number of Units initially specified in the Reference Trust Agreement.

  • Additional Series Equipment Notes means Equipment Notes issued under the Indenture and designated as a Series (other than “Series AA” or “Series A”) thereunder in the principal amounts and maturities and bearing interest as specified in Schedule I to the Indenture amended at the time of original issuance of such Additional Series under the heading for such Series.

  • Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Initial Notes has the meaning set forth in the recitals hereto.

  • Original Securities means all Securities other than Exchange Securities.

  • 2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.

  • National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Exchange Act (or any successor to such Section).

  • Additional Secured Debt Designation means a notice in substantially the form of Exhibit A.

  • Additional Senior Debt Facility means each credit agreement, indenture or other governing agreement with respect to any Additional Senior Debt.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Initial Additional Notes means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

  • Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.

  • 2020 Notes means the 6.875% Senior Notes due 2020, issued by Pride International LLC, a Delaware limited liability company.

  • 2021 Notes means the 4.700% Senior Notes due 2021, originally issued by Ensco plc (now Valaris), a public limited company organized under the laws of England and Wales.

  • Initial Note means each initial Governmental Lender Note registered by the Comptroller and subsequently canceled and replaced by a definitive Governmental Lender Note pursuant to this Funding Loan Agreement.

  • 2017 Notes means the aggregate principal amount of US$600,000,000 of 6.25% Guaranteed Senior Notes Due 2017 issued pursuant to the 2017 Note Indenture.

  • Shelf Additional Interest Date shall have the meaning set forth in Section 2(d) hereof.

  • 2028 Notes has the meaning specified in the recitals of this First Supplemental Indenture.