First Amendment Notes definition

First Amendment Notes means the additional notes purchased by the Purchasers from the Borrower on the First Amendment Effective Date in the amounts set forth on Schedule I under the heading “First Amendment Notes”. [New Definition]

First Amendment Notes means senior second lien secured convertible PIK notes in an aggregate initial principal amount of up to $3,243,302.02 (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 the Closing Date pursuant to this Agreement and substantially in the form attached hereto as Exhibit B-4.

First Amendment Notes means the additional notes purchased by the Purchasers from the Borrower on the First Amendment Effective Date in the amounts set forth on S chedule I under the heading “First Amendment Notes”.

Examples of First Amendment Notes in a sentence

• Agent shall have received a letter of direction from the Borrower directing where the proceeds of the First Amendment Notes are to be made and attaching a funds-flow memorandum setting forth the sources and uses of such proceeds.

• The Borrower shall use the proceeds of all First Amendment Notes for proper business purposes consistent with all Applicable Laws, statutes, rules and regulations.

• All references in any Loan Document to the Borrower’s Obligations shall include the Obligations as amended by this Amendment, and the Borrower’s obligations under the First Amendment Notes and the First Amendment Fee Letter.

• At the First Amendment Closing, the Borrower will deliver to each Purchaser the Notes specified after such Purchaser’s name under the heading “Aggregate Notes” contained on Schedule I against payment of the purchase price for the First Amendment Notes to (or for the benefit of) the Borrower in immediately available funds in accordance with the wire instructions set forth in the disbursement direction letter delivered by the Borrower to Agent on the First Amendment Effective Date.

• The closing of the sale and purchase of the First Amendment Notes hereunder the (“First Amendment Closing”) shall take place at the office of Cxxxxx, Hxxx & Sxxxxxx LLP, Txx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 on the First Amendment Effective Date.

• The Initial Consolidated Bridge Loan is evidenced by the Initial Notes, the First Amendment Loan is evidenced by the First Amendment Notes and the Second Amendment Loan is evidenced by the Second Amendment Notes.

• Each such notice must be in the form of a written Issuance Request, appropriately completed and signed by a Responsible Officer of the Issuer not later than 1:00 p.m. three Business Days prior (or such later date to which the Purchaser Representative or the applicable Purchasers may agree) to the requested date of any Issuance of First Amendment Notes, Second Amendment Delayed Draw Notes, Delayed Draw Notes or Additional Notes, as applicable.

• As contemplated by Section 1.3 of the First Amendment, Notes issued in exchange for any shares of Preferred Stock shall bear interest at the rate of 12% per annum.

• Each such notice must be in the form of a written Issuance Request, appropriately completed and signed by a Responsible Officer of the Issuer not later than 1:00 p.m. three Business Days prior to the requested date of any Issuance of First Amendment Notes, Delayed Draw Notes or Additional Notes, as applicable.

• SECTION 3.2 Upon the occurrence of the Closing Date, each First Amendment Purchaser (a) agrees to purchase (i) First Amendment Notes and (ii) First Amendment Series B Preferred Stock as provided in the Amended Note Purchase Agreement on the terms, and subject to the conditions, set forth in the Amended Note Purchase Agreement and (b) to the extent provided in the Amended Note Purchase Agreement, shall have the rights and obligations of a Purchaser thereunder and under the other applicable Note Documents.

More Definitions of First Amendment Notes

First Amendment Notes issued on the Second Amendment Effective Date, which amount under this clause (2) shall not exceed $3,243,302.02, plus (3) the aggregate principal amount of the Second Lien PIK Notes issued after the Second Amendment Effective Date in connection with the Subsequent Crossholder Lender Term Loan Exchange and Cancellation, which amount under this clause (3) shall not exceed $650,000, plus (4) the aggregate principal amount of the Second Lien PIK Notes issued under Section 2.03 of the Second Lien Note Purchase Agreement after the Second Amendment Effective Date, which amount under this clause (4) shall not exceed $25,000,000, plus (5) $150,000,000 of additional Indebtedness issued after the Second Amendment Effective Date (which, for the avoidance of doubt, may be in the form of additional Second Lien PIK Notes), plus (6) the amount of interest on the Indebtedness described in the foregoing clauses (1) through (5) that is paid in kind;

First Amendment Notes. First Amendment Warrants", "Initial Agency Agreement", "Initial Closing Date", "Initial Commitment", "Initial Consent and Waiver", "Initial Consolidated Bridge Loan", "Initial Consolidated Bridge Loan Agreement", "Initial Conversion Price", "Initial Lenders", "Initial Notes", "Initial Warrants", "Note 1", "Note 2", "Note 3", "Note 4", "Note 5", "Note 6", "Note 7", "Note 8" and the definitions thereof, as hereinafter provided, and

First Amendment Notes issued on the Second Amendment Effective Date, which amount under this clause (2) shall not exceed $3,243,302.02, plus (3) the aggregate principal amount of the Second Lien PIK Notes issued after the Second Amendment Effective Date in connection with the Subsequent Crossholder Lender Term Loan Exchange and Cancellation, which amount under this clause (3) shall not exceed $650,000, plus (4) the aggregate principal amount of the Second Lien PIK Notes issued under Section 2.03 of the Second Lien Note Purchase Agreement after the Second Amendment Effective Date, which amount under this clause (4) shall not exceed $25,000,000, plus (5) $150,000,000 of additional Indebtedness issued after the Second Amendment Effective Date (which, for the avoidance of doubt, may be in the form of additional Second Lien PIK Notes) plus (6) the amount of interest on the Indebtedness described in the foregoing clauses (1) through (5) that is paid in kind; (ii) the issuer of the Second Lien PIK Notes and other Indebtedness permitted under this Section 6.01(w) shall be the Parent; (iii) such Indebtedness shall be no earlier thannot contain any amortization or require any payments in cash prior to the date that is ninety-one (91)at least 181 days after the LatestInitial Term Loan Maturity Date and (ii) that the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans (without giving effect to any prepayment(other the payments contemplated by clauses (i) and (ii) of Section 6.04(c)); (iv) such Indebtedness shall not have a final maturity date prior to the date that is at least 181 days after the Initial Term Loan Maturity Date; (v) the obligors on such Indebtedness shall be Loan Parties or Parent Loan Guarantors; (vi) the proceeds of Indebtedness under this Section 6.01(w) shall be used solely for the general corporate purposes of the Borrower and its Restricted Subsidiaries (other than for making any Restricted Payment, any Restricted Debt Payment, or any payment to any Affiliate of the Borrower (other than payments solely among the Borrower and its Restricted Subsidiaries and, if applicable, Affiliated Practices) which are not permitted use of proceeds of such Indebtedness); (vii) in the case of additional Second Lien PIK Notes issued after the Second Amendment Effective Date or Indebtedness incurred under clause (B), the terms of such Indebtedness must be substantially ...

First Amendment Notes mean Note 5, Note 6, Note 7 and Note 8.

First Amendment Notes shall have the meaning given such term in Section 3(a) of the First Amendment.