Existing Convertible Debt definition

Existing Convertible Debt means the indebtedness incurred by the Issuer pursuant to (i) that certain unsecured convertible note issued by the Issuer to Wood River Capital, LLC in accordance with the terms of a note purchase agreement dated September 29, 2021 and any additional indebtedness issued pursuant to Section 2 of such unsecured convertible note and (ii) the Amended and Restated Existing Convertible Notes.
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Existing Convertible Debt means Borrower’s 4.0% Convertible Subordinated Notes due 2011 issued pursuant to the terms of an Indenture dated as of February 17, 2004 by and between Celldex (as successor by merger to Curagen Corporation) and The Bank of New York Mellon (formerly The Bank of New York), as Trustee.
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Existing Convertible Debt means the convertible senior notes of the Borrower due 2026 in principal amount of $287,500,000, as issued and outstanding as of the Closing Date.
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Examples of Existing Convertible Debt in a sentence

  • The Parent has not created, incurred, assumed or suffered to exist any Debt, except the Existing Convertible Debt and such other Debt described on Schedule 9.32.

  • Further, the parties agree that the issuance of securities in connection with the Existing Convertible Debt Facility, the Exchange Debenture and the New Convertible Debt Facility, as currently contemplated, including the issuance of any shares of NutraCea common stock pursuant thereto, shall not reduce the Exercise Price of the Warrants or increase the number of shares of NutraCea common stock issuable upon exercise of the Warrants.

  • The amount paid by Borrower to cause the repayment in full of Borrower’s Existing Convertible Debt shall not exceed $12,503,000, plus accrued interest in an amount not to exceed $400,000.

  • The aggregate principal amount of the Existing Convertible Debt shall be fully repaid, repurchased or otherwise terminated or cancelled, together with all accrued and unpaid interest, fees and expenses, and no duties or obligations remain outstanding thereunder.

  • The definition of Exempt Issuance is hereby amended to include (i) the issuance of securities pursuant to the Existing Convertible Debt Facility, the Exchange Debenture and the New Convertible Debt Facility, including without limitation the issuance of promissory notes, warrants to purchase common stock and the shares of NutraCea’s common stock that may be issued in connection therewith and (ii) shares of NutraCea’s common stock issued as “PIK Shares” under the Notes.

  • The Loans and all other Obligations hereunder and under the other Credit Documents constitute ""Designated Senior Indebtedness'' for all purposes of the Existing Convertible Debt.

  • Pursuant to a Securities Exchange Agreement, dated on or about the date hereof, between NutraCea and Hillair, NutraCea agreed to issue to Hillair an aggregate of $1,009,200 in principal amount of Original Issue Discount Senior Secured Convertible Debenture Due January 1, 2014 (the “Exchange Debenture”) in exchange for and cancellation of the debenture issued to Hillair pursuant to the Existing Convertible Debt Facility.

  • Pursuant to the Securities Purchase Agreement, dated on or about the date hereof, between NutraCea and Hillair, NutraCea and Hillair entered into a $290,000 Original Issue Discount Senior Secured Convertible Debenture facility (“New Convertible Debt Facility”), on terms substantially the same as the Existing Convertible Debt Facility, except for the amount of debt, the maturity of the debt, the conversion price of the debt, and the exercise price per share of the warrants issued thereunder.

  • The definition of “Exempt Issuance” in each Initial Note held by or initially issued to the Participating Investor shall be amended to include (a) the issuance of securities pursuant to the Existing Convertible Debt Facility, the Exchange Debentures, the New Convertible Debt Facility and the TCA Debt Facility (as each of these terms are defined in the Security Agreement), (b) any securities issued pursuant to this Agreement and (c) any securities issued upon exercise of PIK Warrants.

  • The Borrower has notified the Administrative Agent and the Lenders that Events of Default have occurred under Section 8.01(e) of the Credit Agreement (the “Specified Events of Default”) as a result of (i) the acceleration of the Existing Convertible Debt (the “Acceleration Event”) and (ii) the event of default having occurred under that certain Master Loan & Security Agreement dated as of October 31, 2023 between the Borrower and Banc of America Leasing & Capital, LLC as a result of the Acceleration Event.


More Definitions of Existing Convertible Debt

Existing Convertible Debt means the unsecured Convertible Debt of the Parent as of the Second Forbearance Agreement Closing Date and described in the Capitalization Summary.
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Existing Convertible Debt means the Borrower's 5-1/2% Convertible Subordinated Notes due 2001 and the Borrower's 5-1/2% Convertible Subordinated Notes due 2003, as in effect on the Effective Date and as the same may be modified, amended or supplemented as permitted thereunder and hereunder.
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Existing Convertible Debt the Indebtedness under the Existing Convertible Notes.
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Existing Convertible Debt means the senior unsecured Indebtedness of the Borrower outstanding under or in connection with its 1.25% exchangeable senior notes due 2026 (which notes were issued by the Borrower in March 2021).
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Existing Convertible Debt means those certain 6.00% Convertible Senior Debentures due 2024 (collectively, the “Convertible Debentures”), issued pursuant to that certain Securities Purchase Agreement, dated as of August 7, 2019, between Parent and the purchasers party thereto, in an aggregate principal amount of up to $20,000,000, plus any amounts paid-in-kind pursuant to the terms thereof.
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Existing Convertible Debt means that certain Secured Convertible Promissory Note to be issued by the Company to RESC Renewables Holdings, LLC at the closing of the transactions contemplated by the New Rise LLC MIPA.
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Related to Existing Convertible Debt

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

  • Convertible Debt means Indebtedness of the Borrowers (which may be guaranteed by the Guarantors) permitted to be incurred under the terms of this Agreement that is (i) either (a) convertible into common stock of the Company (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Company and/or cash (in an amount determined by reference to the price of such common stock) and (ii) subordinated to the Obligations on terms customary at the time for convertible subordinated debt securities.

  • Permitted Convertible Debt means Indebtedness of the Borrower that is convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of Common Stock (or other securities or property following a merger event or other change of the Common Stock), 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 such Indebtedness shall (a) not require any scheduled amortization or otherwise require payment of principal prior to, or have a scheduled maturity date, earlier than, one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, (d) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes as determined in good faith by the board of directors of the Borrower or a committee thereof, (e) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms and (f) be on terms and conditions customary for Indebtedness of such type, as determined in good faith by the board of directors of the Borrower or a committee thereof; provided further, that any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of Borrower (or any of its Subsidiaries) (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.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • 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).

  • Permitted Convertible Indebtedness means unsecured Indebtedness in the form of notes issued by the Borrower that (i) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type, (ii) is convertible or exchangeable into a fixed number of shares of common stock of the Borrower (or Qualified Equity Interests following a merger event or other change of common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such Qualified Equity Interests), and cash in lieu of fractional shares of common stock of the Borrower, (iii) has a stated final maturity date that is no earlier than the date that is one hundred eighty (180) days after the Maturity Date (the “Earliest Date”), (iv) shall not be required to be repaid, prepaid, redeemed, repurchased or defeased (whether through scheduled amortization, principal payments, mandatory redemptions or payments of principal or otherwise), whether on one or more fixed dates, prior to the Earliest Date, except (x) upon the occurrence of an event of default, “fundamental change” or equivalent or (y) following the Borrower’s election to redeem such notes to the extent expressly permitted pursuant to Section 9.07(d) or as otherwise consented to by the Majority Lenders; provided that the right to convert such Indebtedness into Qualified Equity Interests, cash or any combination thereof shall not be deemed to violate this clause (iv), (v) is not supported by a Guaranty made or issued by any Subsidiary of the Borrower that is not an Obligor and (vi) does not provide for or require the payment of cash interest in excess of five and a half (5.5%) per annum2.

  • Existing Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.

  • Convertible Debentures means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Convertible Debenture means the 6% convertible debenture dated July 1, 2008 and due July 1, 2011, in the amount of CAD$10,000,000 issued by Orezone to the Debentureholder;

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Convertible Security Acquisition means an acquisition by a Person of Voting Shares upon the exercise, conversion or exchange of a Convertible Security received by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition;

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

  • Convertible Senior Notes means those certain convertible senior notes issued by Borrower with a final maturity date of not less than ten (10) years from the date of issuance, in an amount not to exceed $150,000,000 with an interest rate up to 5.5% and subject to the terms set forth in the Convertible Senior Notes Offering Memorandum.

  • Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

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

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • 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;

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.