Convertible Note Offering definition

Convertible Note Offering means the offering of $125,000,000 of US Airways Group, Inc. Senior Convertible Notes as described in the Confidential Offering Memorandum dated September 20, 2005, together with the offering of such principal amount of such notes pursuant to any overallotment option granted to the initial purchasers thereof in connection therewith.

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Convertible Note Offering means one or more unsecured, subordinated convertible notes issued by the Parent, subject to a subordination agreement in form and substance satisfactory to the Administrative Agent. Debt of any Person means, without duplication, (a) all indebtedness for borrowed money of such Person, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) all obligations of such Person as lessee under Capital Leases including, without duplication, Capitalized Rentals, which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (c) all obligations of such Person to pay the deferred purchase price of property or services (excluding (i) trade accounts payable in the ordinary course of business not more than 60 days past due, and (ii) deferred compensation arrangements approved in advance by the Administrative Agent and entered into in the ordinary course of business in consideration for actual services rendered), (d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured as the lesser of the amount of any such indebtedness or the fair market value of such property securing such indebtedness at the time of determination, (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person, (f) all Hedging Obligations of such Person, (g) all Contingent Liabilities of such Person, (h) all Off-Balance Sheet Liabilities, (i) all Debt of any partnership of which such Person is a general partner, (j) all non-compete payment obligations, earnouts (to the extent such amount becomes due and payable) and similar obligations, and (k) any Capital Stock or other equity instrument, whether or not mandatory redeemable, that under GAAP is or should be characterized as debt and not equity, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.

Convertible Note Offering shall have the meaning set forth in the Consent and Waiver.

Examples of Convertible Note Offering in a sentence

• In contrast, there has been an improvement in gender equality among non-whites.

• After the Consummation of the Plan, the Obligors shall have on a pro forma basis as of the Effective Date, taking into account net cash proceeds of the Stock Offering, the Convertible Note Offering, the Juniper Financing and the Airbus Financing expected to be received within seven (7) days of the Effective Date, unrestricted cash and Cash Equivalents (as determined in accordance with GAAP) of not less than $1,250,000,000.

• We intend to allocate an amount equal to the net proceeds from the Convertible Note Offering to finance, refinance or make direct investments in, in whole or in part, one or more new or recently completed (within the 24 months prior to the Settlement Date), current and/or future Eligible Green Projects in alignment with the guidelines of the Green Bond Principles, 2021 (with June 2022 Appendix I).

• We cannot assure you that the concurrent Convertible Note Offering will be completed or, if completed, on what terms it will be completed.

• After the Consummation of the Plan, the Obligors have on a pro forma basis as of the Effective Date, taking into account net cash proceeds of the Stock Offering, the Convertible Note Offering and the Juniper Financing expected to be received within seven (7) days of the Effective Date, unrestricted cash and Cash Equivalents (as determined in accordance with GAAP) of not less than $1,250,000,000.

• Use of Proceeds We estimate that the net proceeds to us from the Convertible Note Offering will be approximately $169.5 million, after deducting the underwriters’ discounts and commissions and our estimated offering expenses.

• After the Consummation of the Plan, the Obligors shall have on a pro forma basis as of the Effective Date, taking into account net cash proceeds of the Stock Offering, the Convertible Note Offering and the Juniper Financing expected to be received within seven (7) days of the Effective Date, unrestricted cash and Cash Equivalents (as determined in accordance with GAAP) of not less than $1,250,000,000.

• After the Consummation of the Plan, the Obligors have on a pro forma basis as of the Effective Date, taking into account net cash proceeds of the Stock Offering, the Convertible Note Offering, the Juniper Financing and the Airbus Financing expected to be received within seven (7) days of the Effective Date, unrestricted cash and Cash Equivalents (as determined in accordance with GAAP) of not less than $1,250,000,000.

• The Company, the Parent and the Administrative Agent agree to discuss mechanisms to pay down or repay in full the Debt incurred by Parent pursuant to the Convertible Note Offering, subject in all respects to the Administrative Agent’s discretion.

• Pending full allocation of an amount equal to the net proceeds from the Convertible Note Offering to Eligible Green Projects, we may temporarily invest the net proceeds in cash or other short-term and liquid instruments, and we will not knowingly invest in operations that result in an overall net increase in greenhouse gas emissions.

More Definitions of Convertible Note Offering

Convertible Note Offering means the offering and sale by the Company of the Convertible Notes on or prior to May 31, 2004.

Convertible Note Offering means an offering by Parent of convertible debt securities in an aggregate initial principal amount not to exceed $70,000,000 that (i) has a maturity date on or after February 19, 2011, (ii) does not require any cash payments of principal or interest prior to February 19, 2011, (iii) has terms or conditions that, taken as a whole, are not more burdensome or restrictive to the Loan Parties than the Loan Documents and (iv) is unsecured, and any refinancing thereof that meets the criteria set forth in clauses (i) through (iv) of this definition.

Convertible Note Offering means (x) the following series of contemporaneous transactions: