Convertible Notes Accounts definition

Convertible Notes Accounts has the meaning set forth in Section 4.01(a)(xvi). “Convertible Notes Indenture” means that certain Indenture dated as of June 15, 2016 among the Borrower and Wilmington Trust, National Association, as Trustee (as in effect on the Closing Date and, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12). “Covenant Relief Conditions” means that each of the following shall be satisfied since the Second Amendment Effective Date through the last day of the Covenant Relief Period: (1) the Borrower shall not, nor shall it permit any Restricted Subsidiary to, pay or make, directly or indirectly, any Permitted Payment pursuant to Section 7.06(b)(vi), Section 7.06(b)(ix)(C) or Section 7.06(b)(ix)(B) (but solely with respect to the Management Advances described in clause (1)(ii) of the definition thereof); and (2) Anti-Cash Hoarding (I) as of the end of each fiscal month (commencing with the fiscal month ended March 31, 2023), so long as there are any Revolving Credit Loans and/or L/C Borrowings outstanding at the end of such fiscal month (or, to the extent there are any Revolving Credit Loans and/or L/C Borrowings outstanding on 5:00 p.m. on the last Business Day of any calendar week (beginning with the calendar week ending March 17, 2023), by 5:00 p.m. on the first Business Day following the end of any such calendar week), the Borrower shall not maintain unrestricted cash or Cash Equivalents of the Borrower and the Guarantors, after giving effect to any prepayments made pursuant to Section 2.05, in excess of $150,000,000 (excluding any unrestricted cash and Cash Equivalents constituting mobilization payments received by the Borrower or any Guarantor in the prior two (2) Business Days); provided, that the notice requirements in Section 2.05 shall not apply to any prepayment of Revolving Credit Loans in connection with this clause (2)(I); or (II) the Borrower shall not borrow any Revolving Credit Loans to the extent that immediately after giving effect to such Borrowing, unrestricted cash or Cash Equivalents of the Borrower and the Guarantors exceeds $150,000,000 (but excluding any unrestricted cash and Cash Equivalents constituting mobilization payments received by the Borrower or any Guarantor in the two (2) Business Days prior to the date of the requested borrowing). Each Request for Credit Extension shall include a certification with respect to the unrestricted cash or Cash Equivalents of the Borrower an...
Sample 1
Convertible Notes Accounts has the meaning set forth in Section 4.01(a)(xvi). “Convertible Notes Indenture” means that certain Indenture dated as of June 15, 2016 among the Borrower and Wilmington Trust, National Association, as Trustee (as in effect on the Closing Date and, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12). “Covered Party” has the meaning assigned to such term in Section 11.22. “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. “Current Assets” means, as of any date, all assets (other than Cash Equivalents or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries as “current assets” (other than amounts related to current or deferred Taxes based on income or profits), determined based upon the most recent month-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis. “Current Liabilities” means, as of any date, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries as “current liabilities,” other than: (i) the current portion of any Indebtedness; (ii)
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Convertible Notes Accounts has the meaning set forth in Section 4.01(a)(xvi). “Convertible Notes Indenture” means that certain Indenture dated as of June 15, 2016 among the Borrower and Wilmington Trust, National Association, as Trustee (as in effect on the Closing Date and, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12). “Covenant Relief Conditions” means that each of the following shall be satisfied since the Second Amendment Effective Date through the last day of the Covenant Relief Period: (1) the Borrower shall not, nor shall it permit any Restricted Subsidiary to, pay or make, directly or indirectly, any Permitted Payment pursuant to Section 7.06(b)(vi), Section 7.06(b)(ix)(C) or Section 7.06(b)(ix)(B) (but solely with respect to the Management Advances described in clause (1)(ii) of the definition thereof); and 23 US-DOCS\136335661.3140506888.9
Sample 1

Examples of Convertible Notes Accounts in a sentence

  • To the extent not repurchased or retired on the Closing Date, the Borrower shall (i) maintain the Convertible Notes Accounts in an amount equal to the aggregate principal amount of Convertible Notes then outstanding and (ii) repurchase or retire the outstanding principal amount of the Convertible Notes on or prior to the maturity date of such Convertible Notes.

Related to Convertible Notes Accounts

  • Promissory Notes Security", "Record", "Security Account", "Software", and "Supporting Obligations".

  • Securities Accounts (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time).

  • 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.

  • Securities Account Control Agreement shall have the meaning ascribed thereto in the Sale and Servicing Agreement.

  • Series Accounts means, collectively, the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account.

  • 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).

  • Convertible Notes has the meaning set forth in the Recitals.

  • Collateral Account Agreement means the Collateral Account Agreement executed and delivered by Company and Administrative Agent on the Closing Date, substantially in the form of EXHIBIT XXIII annexed hereto, as such Collateral Account Agreement may hereafter be amended, supplemented or otherwise modified from time to time.

  • Subordinated Note Amount has the meaning set forth in the Recitals.

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

  • 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.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Investment Property Control Agreement means an agreement in writing, in form and substance satisfactory to Agent, by and among Agent, any Borrower or Guarantor (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such Borrower or Guarantor acknowledging that such securities intermediary, commodity intermediary or other person has custody, control or possession of such investment property on behalf of Agent, that it will comply with entitlement orders originated by Agent with respect to such investment property, or other instructions of Agent, or (as the case may be) apply any value distributed on account of any commodity contract as directed by Agent, in each case, without the further consent of such Borrower or Guarantor and including such other terms and conditions as Agent may require.

  • Securities Account is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

  • Controlled Securities Account means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement.

  • Deposit Account Agreement means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “xx.xxxxxxxxxxx.xxx”.

  • Collateral Security Documents Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation, the Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

  • Note Depository Agreement means the agreement, dated as of the Closing Date, between the Issuer and DTC, as the initial Clearing Agency relating to the Notes, as the same may be amended or supplemented from time to time.

  • Series Account means any deposit, securities, trust, escrow or similar account maintained for the benefit of the Investor Certificateholders of any Series or Class, as specified in any Supplement.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Subordinated Debentures means the debentures exchangeable by the Company for the Preferred Stock in accordance with the Certificate of Designations therefor.

  • Note Account As defined in the Indenture.

  • Convertible Note Documents means (a) the 2024 Convertible Note Documents, and (b) the Future Convertible Notes and each other promissory note, note purchase agreement, indenture and other material documents evidencing or relating thereto.

  • Collection Account Control Agreement means that certain Collection Account Control Agreement, to be entered into by and among the Borrower, the Lender and Bank, with respect to the Collection Account, in form and substance acceptable to the Lender and the Borrower, as the same may be amended, modified or supplemented from time to time.