Delayed Draw Notes definition

Delayed Draw Notes means $35 million of Exit Notes committed to but unfunded as of the Effective Date, pursuant to the Delayed Draw Private Placement and the Delayed Draw Rights Offering.

Delayed Draw Notes means senior second lien secured convertible PIK notes in an aggregate initial principal amount of up to $25,000,000 (plus from time to time any interest accrued thereon, which shall be payable in kind), as reduced by any repayment, redemption or retirement thereof, issued on or after the Closing Date pursuant to this Agreement and substantially in the form attached hereto as Exhibit B-2.

Delayed Draw Notes means those certain delayed draw subordinated secured notes issued pursuant to the Delayed Draw Note Purchase Agreement.

Examples of Delayed Draw Notes in a sentence

• Once drawn, no Delayed Draw Note Commitment may be redrawn, whether or not the Delayed Draw Notes related thereto have been repaid or prepaid.

• The failure of any Purchaser to purchase the aggregate principal amount of the Initial Notes or Delayed Draw Notes to be purchased by it on any date required hereunder shall not relieve any other Purchaser of its corresponding obligation to do so on such date, and no Purchaser shall be responsible for the failure of any other Purchaser to purchase the aggregate principal amount of the Initial Notes or Delayed Draw Notes to be purchased by it.

• Notwithstanding anything to the contrary set forth herein, the Delayed Draw Notes, upon their issuance, will be immediately separable and transferable in accordance with the terms hereof.

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• It is understood that no Purchaser shall be responsible for any default by any other Purchaser of its obligation to purchase Delayed Draw Notes hereunder and that each Purchaser shall be obligated to purchase the Delayed Draw Notes required to be purchased by it hereunder regardless of the failure of any other Purchaser to fulfill its obligations under this Agreement.

More Definitions of Delayed Draw Notes

Delayed Draw Notes have the meanings specified in Section 2.01(b).

Delayed Draw Notes have the meanings specified in Section 2.01(b). \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9

Delayed Draw Notes means the Next.e.GO Senior Secured Notes, Series 2023-1, substantially in the form of Exhibit A, issued pursuant to Section 2.1(a)(ii) hereof.

Delayed Draw Notes means the First Delayed Draw Notes, the Second Delayed Draw Notes and the Third Delayed Draw Notes, individually, collectively or in any combination, as appropriate.

Delayed Draw Notes does not mean or include the Second Amendment Delayed Draw Notes.

Delayed Draw Notes have the meanings specified in Section 2.01(b). 8 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 “Delayed Draw Note Closing Date” means (a) before the issuance, sale and purchase of the Delayed Draw Notes, the date proposed by the US Issuer as the Delayed Draw Note Closing Date in the Notice of Issuance in accordance with the terms hereof; and (b) after the issuance, sale and purchase of the Delayed Draw Notes, the date when such issuance, sale and purchase occurred; provided, that, in no event shall the Delayed Draw Note Closing Date be earlier than the beginning of the Availability Period or later than the expiration of the Availability Period. “Delayed Draw Note Commitment” means for each Purchaser, the amount set forth opposite such Purchaser’s name on Schedule II, as the same may be terminated pursuant to the terms of this Agreement or adjusted from time to time as a result of assignments to or from such Purchaser. “Deposit Account” means a “deposit account” (as defined in Article 9 of the Uniform Commercial Code), investment account (including securities accounts) or other account in which funds are held or invested to or for the credit or account of any Note Party. “Deposit Account Control Agreement” means (a) in respect of any United States Deposit Account, any account control agreement by and among a Note Party, the applicable depository bank (or securities intermediary, as the case may be) and the Collateral Agent, (b) in respect of any Norwegian Deposit Account, a pledge agreement in respect of such Deposit Account, perfected by notification to the relevant Deposit Account manager, and (c) in respect of any Deposit Account outside the United States or Norway, any similar agreement, instrument or document required or customarily delivered under the laws of such jurisdiction to perfect a security interest in Deposit Accounts in such jurisdiction, in each case in form and substance reasonably satisfactory to the Required Purchasers. “Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any comprehensive Sanction that is territorial in nature (for avoidance of doubt, as of the Closing Date, Cuba, Iran, North Korea, Syria and the Crimea region). “Disclosure Letter” means that certain disclosure letter dated as of the Closing Date containing certain schedules delivered by the Note Parties to the Collateral Agent and the Purchasers. ...

Delayed Draw Notes means the Class A Notes and the Class P Participating Notes, up to but excluding the Delayed Draw Note Acceptance Date.