B Convertible Notes definition
Examples of B Convertible Notes in a sentence
Effective as of the date hereof, and in accordance with Section 10.08 of the Loan Agreement, Agent and Lenders constituting at least the Requisite Lenders hereby (i) consent to (A) the issuance of the Series B Convertible Notes, the execution and delivery of the NPA and the other documents related thereto, and the incurrence of the Indebtedness under the NPA and (B) the execution and delivery of the October 2012 Charter Amendment and (ii) waive, ab initio, each Identified Event of Default.
The Class B Preferred Shares issuable upon conversion of the Class B Convertible Notes shall be entitled to the rights and be subject to the restrictions described in the Memorandum and Articles of Association and will be duly authorized, validly issued, fully paid and non-assessable, free of all preemptive or similar rights, except as set forth in the Memorandum and Articles of Association and the Shareholders’ Agreement.
Effective as of the date hereof, and in accordance with Section 10.08 of the Loan Agreement, Agent and Lenders constituting at least the Requisite Lenders hereby (i) consent to the issuance of the Series B Convertible Notes, the execution and delivery of the NPA and the other documents related thereto, and the incurrence of the Indebtedness under the NPA and (ii) waive, ab initio, each Identified Event of Default.
For purposes of this Section 3.2, “Exchange Documents” shall include the Commitment Letter dated July 9, 2020, by and between the Company and certain holders of the Series B Convertible Notes (including Annex A thereto, the “Commitment Letter”).
However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of its Term B Convertible Notes that it may deem appropriate and that does not affect the substance thereof.
All transactions contemplated by the Plan, including, without limitation, the assignment to, and the assumption by, IMPSAT of the Assumed Obligations, the issuance of the Series B Convertible Notes and the Warrants and all of the transactions contemplated by the Nortel Brazil Financing Agreement, shall have closed, and copies of all documents related thereto shall have been delivered to, and approved by, the Administrative Agent.
The Company and the applicable holders of the Series B Convertible Notes shall have executed the Series B Exchange Agreement, in a form reasonably satisfactory to the Purchasers and substantially in the form attached hereto as Exhibit B, and the parties to the Series B Exchange Agreement shall have received an executed copy thereof.
As additional consideration to the Purchasers for the exchange of their existing Series B Convertible Notes pursuant to the Series B Exchange Agreement, the Purchasers shall be entitled to the Exchange Payment.
Conversion Rate: 979.6098 shares of Class A Common Stock per $1,000 aggregate principal amount of Series A Convertible Notes and Series B Convertible Notes, which is equivalent to an initial conversion price of approximately $1.025 per share and 926.7841 shares of Class A Common Stock per $1,000 aggregate principal amount of Series C Convertible Notes, which is equivalent to an initial conversion price of approximately $1.079 per share.
CDL will make all cash payments due under the Series A Convertible Notes and the Series B Convertible Notes in immediately available funds on the date such payments are due in the manner and at the address for such purpose specified in the Amended Loan Agreement.