BM Notes definition
Examples of BM Notes in a sentence
Each of the undersigned Noteholders hereby waives the restrictions set forth in Section 3(g)(viii), of each of the BM Notes to permit, and hereby consents for all other purposes under the BM Note to, the entry into and the consummation of the transactions contemplated by the Purchase Agreement, including, without limitation, the Blocker Purchase and the Merger.
Except as expressly waived or consented to hereby, all terms, conditions and restrictions set forth in the BM Notes shall remain in full force and effect in accordance with their terms.
With respect to the BM Notes, the LLC Agreement and the Lock Up Agreement, Pubco and the Company hereby consent to the future transfer of any of the BM Notes or the Interests to any of the Stockholder’s or Noteholder’s, as the case may be, affiliates, equityholders or other fund(s) or entities managed by BlueMountain Capital Management, LLC or managed by an affiliate of BlueMountain Capital Management, LLC, subject to the other provisions of such agreements.
Pubco and the Company further acknowledge and agree that the rights under the Board Designation Letter can be transferred to a transferee of the BM Notes pursuant to the foregoing and Section 7(h) of each BM Note.
For the avoidance of doubt, this letter shall constitute a waiver and consent with respect to such transactions contemplated by the Purchase Agreement for the purposes of Section 3(e) of each of the BM Notes.
Pubco hereby irrevocably elects, pursuant to the last sentence of Section 2(b)(ii) of each BM Note, to pay in cash the PIK Interest (as defined in each such BM Notes) payable on any date following the consummation of the Closing (as defined in the Purchase Agreement) of the Blocker Purchase and the Merger.
For the purposes of the BM Notes, the “Board Right Termination Date” means the date upon which the BM Notes have been paid in full.
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the BM Notes.