Additional Note Conditions definition

Additional Note Conditions means, as of any given date of determination: (i) all the Conversion Shares may be issued in full without violating the rules or regulations of the Trading Market on which the Common Stock is then listed or designated for quotation (as applicable); (ii) no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (iii) the Company shall have no knowledge of any fact that would reasonably be expected to cause any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement; (iv) the Investor shall not be in possession of any material, non-public information provided to any of them by the Company, any of its affiliates or any of their respective employees, officers, representatives, agents or the like (other than any material, non-public information that will be disclosed in the Additional 8-K); (v) there shall not have occurred any suspension of electronic trading or settlement services by the DTC with respect to the Common Stock occurs and is continuing or any receipt by the Company of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension); (vi) no Public Information Failure shall exist and (vi) there shall not have occurred an Event of Default (as defined in the Initial Note) or an event that with the passage of time or giving of notice would constitute an Event of Default (as defined in the Initial Note).
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Additional Note Conditions means: (i) all the Conversion Shares may be issued in full without violating the rules or regulations of the Trading Market on which the Common Stock is then listed or designated for quotation (as applicable); (ii) no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (iii) the Company shall have no knowledge of any fact that would reasonably be expected to cause any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement; (iv) the Investor shall not be in possession of any material, non-public information provided to any of them by the Company, any of its affiliates or any of their respective employees, officers, representatives, agents or the like; and (v) there shall not have occurred an Event of Default (as defined in the Initial Note) or an event that with the passage of time or giving of notice would constitute an Event of Default (as defined in the Initial Note).
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Additional Note Conditions means the Terms and/or the Additional Terms (as applicable), each as defined in the Conditions and in each case, as from time to time modified in accordance with the provisions of the Trust Deed and the Conditions and as modified and supplemented by the Final Terms applicable to the Notes of the relevant Series;
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Examples of Additional Note Conditions in a sentence

  • With respect to such Floating-Rate Notes, the applicable Reference Rate will be calculated by reference to AONIA, CORRA, €STR, SOFR, SONIA, SORA or TONA (each, an "Applicable RFR"), in accordance with the Terms and Conditions of the Notes and Additional Note Conditions, as applicable, and the applicable Final Terms to be applicable to the applicable Reference Rate and Notes bearing interest by reference thereto.

  • As used in these Conditions, "Rate of Interest" means the rate, or each rate, of interest in respect of each interest bearing Note determined in accordance with the applicable provisions of this Condition 4, the applicable Additional Note Conditions set forth in Annex 2 and the applicable Final Terms.

  • Development of Arid Zone collectionsThe museum’s mammal collection is noted for its historic collections made during exploration of the deserts of central Australia.

  • Except as otherwise provided herein, (i) the provisions applicable to Fixed-Rate Notes (including Condition 4(b)) and (ii) Additional Note Conditions 4 (Determination of Reset Reference Rate for Fixed Rate Reset Notes), 5(a) (Benchmark Replacement - General) and 6 (Calculation Agent; Decisions and Determinations) shall apply, to the extent applicable, to each Fixed Rate Reset Note.

  • Following receipt of notice of resignation from an Agent and immediately after appointing a successor or new Agent or on giving notice to terminate the appointment of any Agent, the Principal Paying Agent shall give or cause to be given not more than 60 days' nor less than 30 days' notice of the fact to the Noteholders in accordance with the Conditions and (where applicable) the Additional Note Conditions.

  • The Principal Paying Agent (on behalf and at the expense of the Issuer) shall within 15 days of receipt of the notice (unless the appointment of the relevant Agent is to terminate pursuant to clause 24 on or prior to the date of the change) give or cause to be given not more than 60 days' nor less than 30 days' notice of the change to the Noteholders in accordance with the Conditions and (where applicable) the Additional Note Conditions.

  • Issues and concerns that cannot be addressed and resolved by the SDT will be added to the list of Parking Lot Issues or assigned to SDT members as action items.


More Definitions of Additional Note Conditions

Additional Note Conditions means the Terms and/or the Additional Terms (as applicable), each as defined in the Conditions and in each case, as from time to time modified in accordance with the provisions of this Trust Deed and as modified and supplemented by the Final Terms applicable to the Notes of the relevant Series;
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Related to Additional Note Conditions

  • Additional Notes means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

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

  • 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.

  • Initial Note Holders shall have the meaning assigned to such term in the preamble to this Agreement.

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

  • 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.

  • Initial Note Balance means, for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the Initial Class B Note Balance, the Initial Class C Note Balance, the Initial Class D Note Balance or the Initial Class E Note Balance, as applicable, or with respect to the Notes generally, the sum of the foregoing.

  • Senior Secured Note Indenture means the Indenture dated as of November 5, 2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time;

  • Original Note shall have the meaning assigned to such term in the recitals.

  • Convertible Note Indenture means the Indenture dated as of February 21, 2014 between Emergent and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than 150% of the outstanding principal amount of the Secured Obligations plus the Qualified Cash A/P Amount.

  • Senior Note Indenture the Indenture entered into by Holdings, the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by Holdings, the Borrower or such Subsidiaries in connection therewith.

  • Senior Note Indentures means, collectively, the Senior Note (2020) Indenture, the Senior Note (2021) Indenture, the Senior Note (2022) Indenture and the Senior Note (2023) Indenture.

  • Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Additional Security has the meaning given in clause 10.6;

  • 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 Bonds means the debt instruments issued under a Tap Issue, including any Temporary Bonds.

  • Initial Note A-4 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Additional Security Documents shall have the meaning provided in Section 9.12(a).

  • Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

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

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.

  • 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).