Convertible Subordinated Promissory Note definition

Convertible Subordinated Promissory Note means the convertible subordinated promissory note, issued by the Parent to the Sellers in the principal amount of $5,000,000 payable over thirty six (36) months with an annual interest rate of five percent (5%), in substantially the form of Exhibit A hereto, which shall convert into Parent Class A Common in accordance with the terms thereof.
Sample 1Sample 2
Convertible Subordinated Promissory Note dated December 2, 2003 in the original principal amount of $200,000 made payable to Professional Staffing Services, Inc. and Nursing Services Registry of Savannah, Inc. ("Xxxxxxxxx Note No. 2", and collectively with Xxxxxxxxx Note No. 1, the "Xxxxxxxxx Notes").
Sample 1
Convertible Subordinated Promissory Note. (this "Note") is being issued by the Borrower pursuant to, and represents a portion of the merger consideration under, that certain Merger Agreement (as amended, the "Merger Agreement"), dated as of September 8, 1999, by and among CEX, Corporate Express Delivery Systems, Inc., a Delaware corporation, United Shipping & Technology, Inc., a Delaware corporation ("UST"), and United Shipping & Technology Acquisition Corp., a Delaware corporation. This Note together with all other promissory notes issued under the Merger Agreement and all promissory notes issued pursuant to Section 12 hereof or thereof are hereinafter referred to as the "Promissory Notes." The Promissory Notes are secured by security interests granted pursuant to (i) that Security Agreement, dated of even date herewith, by and between the Borrower and CEX (the "CEDS Security Agreement"), and (ii) that Security Agreement, dated of even date herewith, by and among each subsidiary of the Borrower listed on Exhibit A attached hereto and CEX (the "Subsidiary Security Agreement").
Sample 1

Examples of Convertible Subordinated Promissory Note in a sentence

  • This provision does not govern the assignment of the Convertible Subordinated Promissory Note after the Closing.

  • Any restrictions on the assignment of the Convertible Subordinated Promissory Note are found in and governed solely by the provisions of the Convertible Subordinated Promissory Note.

  • DoveBid shall have executed ---------------------------------------- the subordinated convertible promissory note substantially in the form of Annex III (the "Convertible Subordinated Promissory Note").

  • The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including the type and amount, if any, of other property which at the time would be received upon conversion of this Convertible Subordinated Promissory Note.

  • If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding principal and accrued but unpaid interest on this Convertible Subordinated Promissory Note, the Borrower will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

  • The Conversion Notice shall be accompanied by the original of this Convertible Subordinated Promissory Note (or reasonable written assurance of the loss or destruction of the original of this Convertible Subordinated Promissory Note).

  • No fractional shares of Common Stock shall be issued upon conversion of this Convertible Subordinated Promissory Note.

  • In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of this Convertible Subordinated Promissory Note, the Borrower, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate pursuant to the notice provisions of Section 11(e) of the Purchase Agreement.

  • The Borrower shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of this Convertible Subordinated Promissory Note, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding principal and accrued but unpaid interest on this Convertible Subordinated Promissory Note.

  • If less than the entire outstanding principal amount of this Convertible Subordinated Promissory Note is being converted, a new Convertible Subordinated Promissory Note shall promptly be delivered to the Lender for the unconverted principal balance and shall be of like tenor as to all terms as the Convertible Subordinated Promissory Note surrendered.


More Definitions of Convertible Subordinated Promissory Note

Convertible Subordinated Promissory Note. (the "Note") shall be subject to the terms and conditions of a certain Subordinated, Convertible Note and Warrant Agreement, entered into of even date herewith (the "Note and Warrant Agreement") by and between the Company and the Holder. Terms used herein and not otherwise defined shall have the meanings given to them in the Note and Warrant Agreement.
Sample 1

Related to Convertible Subordinated Promissory Note

  • Convertible Subordinated Notes means any convertible subordinated notes or debentures issued by the Borrower after the date hereof, which are subordinated to the Obligations on terms no less favorable to the Lenders, in any material respect, than the 4.75% Convertible Subordinated Notes Due 2016 (as those terms were in effect and applied to the 4.75% Convertible Subordinated Notes Due 2016 prior to the repayment thereof in full on June 15, 2016).

  • Promissory Note means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

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

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Secured Promissory Note is defined in Section 2.4.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

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

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

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

  • Subordinated Loan Agreement means the subordinated loan agreement dated on or about the Closing Date, as amended from time to time, and entered into by, amongst others, the Issuer, the Subordinated Lender and the Security Trustee, under which the Subordinated Lender will advance (or has advanced) the Subordinated Loan to the Issuer.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • Convertible Note Documents means the indenture under which the Convertible Notes are issued and all other instruments, agreements and other documents evidencing or governing the Convertible Notes or providing for any other right in respect thereof.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Existing Senior Subordinated Notes means the 10.875% Senior Subordinated Notes Due 2009 issued by the Company pursuant to the Existing Senior Subordinated Note Indenture.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

  • Subordinated Note Documents means the indenture under which the Subordinated Notes were issued and all other instruments, agreements and other documents evidencing or governing the Subordinated Notes or providing for any Guarantee or other right in respect thereof.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Convertible Notes means the 2.75% Convertible Senior Notes of the Borrower due 2022 issued pursuant to the Convertible Notes Indenture.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Subordinated means, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of the Obligations.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Convertible Senior Notes means the 4.75% Convertible Senior Notes of the Borrower due 2011.

  • 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.