First Closing Notes definition

First Closing Notes is defined in Section 1.

First Closing Notes has the meaning set forth in the Recitals.

First Closing Notes means the Notes to be issued at the First Closing as set forth in Section 3.

Examples of First Closing Notes in a sentence

• Subject to the terms and conditions set forth in this Agreement, at the First Closing, the Company shall issue and sell to each First Closing Investor, and each First Closing Investor shall, severally and not jointly, purchase from the Company, First Closing Notes in the principal amount set forth across from such First Closing Investor’s name under the heading “Principal Amount of First Closing Note” on the Schedule of Investors, at a purchase price equal to the principal face amount thereof.

• The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the First Closing Notes (including all Required Approvals), all of which shall be and remain so long as necessary in full force and effect.

• Match Shares shall be posted to the Participant’s Share Account as soon as practicable after, and credited to such Share Account as of, each Matching Date.

• If at the First Closing the Company shall fail to tender the First Closing Notes to you as provided above in this Section 3.1 or any of the conditions specified in Section 4.A shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without hereby waiving any rights you may have by reason of such failure or such nonfulfillment.

• This Note, the other Notes and the First Closing Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Agreement and the other Security Documents).

• Each Purchaser of First Closing Notes shall have contemporaneously purchased and duly funded the same.

• The Company shall have provided evidence to the First Closing Investors of the Company’s ability to apply a portion of the net proceeds from the sale of the First Closing Notes to repay at least the Minimum Repayment Amount of the Existing Indebtedness on the First Closing Date and the First Closing Investors shall be satisfied, in their sole discretion, with such evidence.

• All Development Fund Contributions are non-refundable and non-creditable, including in the event of any termination or expiration of this Agreement and any applicable Distribution Agreements.

• A First Closing Note or First Closing Notes, in substantially the form of Exhibit A-1 and/or A-2 attached hereto, duly executed by the Company.

• As of the First Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number of Note Shares issuable upon conversion of the First Closing Notes based on the initial Conversion Price (as defined in the Notes) of $6.00.

More Definitions of First Closing Notes

First Closing Notes are the Series DD Notes, the Series EE Notes, the Series FF Notes and the Series GG Notes which are being purchased at the First Closing in the aggregate principal amount of $110,000,000 as identified in Schedule A hereto. The “Second Closing Notes” are the Series DD Notes, the Series EE Notes, the Series FF Notes and the Series GG Notes which are being purchased at the Second Closing in the aggregate principal amount of $125,000,000 as identified in Schedule A hereto. Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement The Series DD Notes, the Series EE Notes, the Series FF Notes and the Series GG Notes (collectively, the “Notes”) shall be substantially in the form set out in Exhibits 1-A, 1-B, 1-C and 1-D, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series DD Notes shall bear interest from the date of issuance at a fixed rate equal to 2.74% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2013) and at maturity and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series EE Notes shall bear interest from the date of issuance at a fixed rate equal to 3.20% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2013) and at maturity and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series FF Notes shall bear interest from the date of issuance at a fixed rate equal to 3.57% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2013) and at maturity and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the D...

First Closing Notes has the meaning specified in Section 3.1.

First Closing Notes means the Notes issued on the First Closing Date.

First Closing Notes has the meaning specified in the Note Purchase Agreement.

First Closing Notes is defined in Section 3.