Consideration Loan Notes definition

Consideration Loan Notes means the guaranteed secured loan notes 2014-2015 constituted by the Loan Note Instrument to be issued by the Buyer in favour of the Principal Shareholders on Completion;
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Consideration Loan Notes means the loan notes to be issued by the Purchaser in accordance with clause 3.2 of this agreement to each Loan Note Holder, being identical in number, and carrying identical rights and obligations (including interest and principal), to the current Loan Notes held by that Loan Note Holder;
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Consideration Loan Notes unsecured unguaranteed non-convertible loan notes constituted under the Consideration Loan Note Instrument with an aggregate principal amount equal to 20 per cent. of the Initial Consideration payable to the Management Vendors; Continuing WIL Group: WIL and its Group Companies other than the members of the Target Group; Daily Interest Amount: the sum of £63,000; Data Room: the documents and information contained in the online data room made available to the Purchaser as at 11.59 p.m. on 24 October 2013, as listed in the index in the Agreed Form marked “AF5” and contained on a CD-ROM delivered by WIL’s Solicitors to the Purchaser and the Purchaser’s Solicitors; Deed of Guarantee: the deed of guarantee and covenant dated on or around the date of this agreement between WIL’s Guarantor and the Purchaser Parties; Deferred Consideration: an amount equal to the sum of the First Tranche Deferred Consideration and the Second Tranche Deferred Consideration; Disclosed: fairly disclosed in or in accordance with the Disclosure Letter or, save in respect of the Vendors’ Warranties set out at paragraphs 8.1 (Accounts) and 8.2 (Locked Box Accounts) of part 1 of schedule 5 (Vendors’ Warranties), the Data Room; Disclosure Letter: the letter dated the date of this agreement from the Vendors to the Purchaser making certain disclosures against the Vendors’ Warranties prior to the Purchaser entering into this agreement; EC Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday for the institutions of the European Union; Employment Agreements: the employment agreements and non-pooling agreements to be entered into between certain members of the Target Group and each of the Management Vendors in the Agreed Form marked “AF6 (A-I)”; Encumbrance: any interest or equity of any person (including any option or right of pre-emption or right to acquire) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement or any other third party right, or any agreement, arrangement or obligation to create any of the same (whether exercisable now or in the future and whether conditional or not);
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Examples of Consideration Loan Notes in a sentence

  • The Consideration Loan Notes will be issued by Bidco, credited as fully paid, in amounts and integral multiples equal to the Cash Offer.

  • The terms and conditions of the Alternative Offer are set out in paragraph 11 of this Announcement and a summary of the rights attaching to the Consideration Loan Notes and the Consideration Shares is set out in Appendix IV to this Announcement.

  • Appendix IV to this Announcement contains further details of the Alternative Offer, the Wider Bidco Group and the rights attaching to the Consideration Loan Notes and the Consideration Shares.

  • Topco may, however, on the last day in each 12 month period satisfy such interest by the issuance of a bond on the same terms as the Consideration Loan Notes.

  • The Company will receive the Consideration Loan Notes in exchange for 98 per cent.

  • The Company may not realise any value for the Consideration Loan Notes and its equity share in the Buyer As part of the consideration due under the terms of the Disposal Agreement, the Company will receive the Rollover Loan Notes, all of which will be converted into B Ordinary Shares (representing 6.16 per cent.

  • The Consideration Loan Notes (defined below) of US$235,720 will be issued as an advance under the USA Loan Facility.• ADM will be a non-operating financial investor in the interests.

  • The implementation of the above provisions will enable Polish tax authority challenge such arrangements realised by tax remitters as restructuring or reorganization.The Group accounts for current and deferred tax assets and liabilities based on the requirements of IAS 12 Income taxes, based on taxable profit (tax loss), taxable base, carry-forward of unused tax losses and carry- forward of unused tax credits, and tax rates, while considering the assessment of uncertainty related to tax settlements.

  • First Option shall oblige the relevant Rollover Alternative Participator to sell and Midco 2 to purchase the Bidco Consideration Loan Notes to which it relates.

  • The Consideration Loan Notes will carry a gross interest rate of 10 per cent.


More Definitions of Consideration Loan Notes

Consideration Loan Notes means that loan notes in the agreed form to be issued by the Purchaser pursuant to Clause 3 which are in the form of the consideration loan note instrument in the agreed form.
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Consideration Loan Notes means the loan notes of the Purchaser in the agreed terms to be issued to the Vendors pursuant to clause 3.3.2;
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Consideration Loan Notes the loan notes to be issued by the Buyer to certain of the Management Sellers in the amounts calculated under Clause 2.3(d) and under Schedule 4 (if applicable) on the terms of the loan note instrument in the Agreed Form.
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Related to Consideration Loan Notes

  • Term Loan Notes means the promissory notes of the Borrower (if any) in favor of any of the Term Loan Lenders evidencing the portion of the Term Loan provided by any such Term Loan Lender pursuant to Section 2.2(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified, extended, restated, replaced, or supplemented from time to time.

  • Revolving Loan Notes means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Revolving Loans made to such Borrower and substantially in the form of Exhibit 2.7(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

  • Term Loan Note means a promissory note made by the Borrower in favor of a Term Loan Lender evidencing the portion of the Term Loans made by such Term Loan Lender, substantially in the form attached as Exhibit A-3, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

  • Loan Notes means the promissory notes evidencing the Loans in the aggregate original principal amount of Two Hundred Million Dollars ($200,000,000) executed by Borrower in favor of Lenders, as they may be amended, supplemented, replaced or modified from time to time. The Loan Notes and any replacements thereof shall be substantially in the form of Exhibit C.

  • Revolving Loan Note means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

  • Swing Loan Note means the Swing Loan Note of the Borrower in the form of Exhibit 1.1(S) evidencing the Swing Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

  • Incremental Term Loan Note means a promissory note made by the Borrower in favor of an Incremental Term Lender evidencing the Incremental Term Loans made by such Incremental Term Lender, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

  • New Revolving Loan Lender shall have the meaning provided in Section 2.14(b).

  • Revolving Loan Facility means the credit facility or portion thereof established by Lender in favor of Borrower for the purpose of providing working capital in the form of loans and/or Letters of Credit to finance the manufacture, production or purchase and subsequent export sale of Items pursuant to Loan Documents under which Credit Accommodations may be made and repaid on a continuous basis based solely on credit availability on the Export-Related Borrowing Base during the term of such credit facility

  • Term Loan Amount means with respect to any Term Loan Lender, the amount equal to its Term Loan Percentage of the aggregate principal amount outstanding under the Term Loan.

  • Swingline Loan Note a promissory note in the form of Exhibit H-2, as it may be amended, supplemented or otherwise modified from time to time.

  • Revolver Notes means the promissory notes of the Borrower, substantially in the form of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay the Revolver Advances, together with all amendments, consolidations, modifications, renewals, substitutions and supplements thereto or replacements thereof and “Revolver Note” means any one of such Revolver Notes.

  • Revolving Loan Account has the meaning described in Section 2.1.9 (Revolving Loan Account).

  • Incremental Revolving Loan Lender shall have the meaning provided in Section 2.14(b).

  • Term Loan Advances are each defined in Section 2.1.1(a).

  • Revolving Loan Commitment Amount means, on any date, $30,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

  • Revolving Notes means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

  • Term Loan C has the meaning set forth in Section 2.2(c).

  • Term Loan Committed Amount shall have the meaning set forth in Section 2.2(a).

  • Revolving Loan Lender means a Lender with a Revolving Credit Commitment or a Revolving Loan.

  • New Revolving Loan has the meaning specified in Section 2.14(a).

  • Loan Note means each Loan Note of the Borrower in the form of Exhibit C attached hereto, payable to the order of a Funding Agent for the benefit of the Lenders in such Funding Agent’s Lender Group, in the aggregate face amount of up to such Lender Group’s portion of the Maximum Facility Amount, evidencing the aggregate indebtedness of the Borrower to the Lenders in such Funding Agent’s Lender Group.

  • New Revolving Loans as defined in Section 2.25.

  • Incremental Loan Request has the meaning set forth in Section 2.14(a).

  • Term Loan Facility means the Term Loan Commitments and the provisions herein related to the Term Loans.

  • Term Loan Claims means the Claims arising in respect of the term facility under the Credit Agreement.