First Tranche Notes Issuance definition

First Tranche Notes Issuance means the issuance of simultaneous First Tranche Notes by the Issuer to each of the First Tranche Purchasers pursuant to Section 2.01(a).
Sample 1Sample 2Sample 3
First Tranche Notes Issuance means the issuance of simultaneous First Tranche Notes by the Issuer to each of the First Tranche Purchasers pursuant to Section 2.01(a). “First Tranche Purchaser” means (a) at any time on or prior to the Closing Date, any Purchaser that has a First Tranche Note Purchase Commitment at such time and (b) at any time after the Closing Date, any Purchaser that holds one or more First Tranche Notes at such time. “Flood Hazard Property” means any real property subject to a Mortgage that is in an area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards. “Foreign Purchaser” means a Purchaser that is not a U.S. Person. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. “Fosun” means Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd., a wholly- owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. “FRB” means the Board of Governors of the Federal Reserve System of the United States. “Free and Clear Amount” has the meaning set forth in the definition of “Specified Litigation Amount”. “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by such Person or any Subsidiary thereof (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (d) all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (except to the extent relating to trade payables in the ordinary course of business which are not more than ninety (90) days past due after the day on which such trade account payable was created);
Sample 1
First Tranche Notes Issuance means the issuance of simultaneous First Tranche Notes by the Issuer to each of the First Tranche Purchasers pursuant to S ection 2.01(a).
Sample 1

Examples of First Tranche Notes Issuance in a sentence

  • The First Tranche Notes Issuance shall consist of First Tranche Notes simultaneously issued by the Issuer to each of the First Tranche Purchasers in accordance with their respective First Tranche Note Purchase Commitments.

  • The First Tranche Note Purchase Commitments will be automatically and permanently reduced to zero upon the First Tranche Notes Issuance pursuant to Section 2.01(a).

  • Such original issue discount shall be fully earned on the First Tranche Notes Issuance Date, subject to the funding of the First Tranche Notes on the First Tranche Notes Issuance Date, and shall be non-refundable for any reason whatsoever.

  • Receipt by the Administrative Agent of favorable opinions of Ropes & Xxxx LLP and A&L Goodbody LLP, as New York and Irish counsel, respectively, to the Credit Parties, addressed to the Administrative Agent and each Purchaser, in connection with the Investment Documents (other than this Agreement), dated as of the First Tranche Notes Issuance Date, and in form and substance reasonably satisfactory to the Administrative Agent.

  • Receipt by Athyrium, the Administrative Agent and the Purchasers of any fees required to be paid on or before the First Tranche Notes Issuance Date.

  • Receipt by the Administrative Agent of a satisfactory letter of direction containing funds flow information with respect to the proceeds of the Notes to be made on the First Tranche Notes Issuance Date.

  • The First Tranche Notes shall be issued on the First Tranche Notes Issuance Date with original issue discount, for the ratable benefit of the First Tranche Purchasers, in an aggregate amount equal to $1,100,000.

  • Upon satisfaction of the conditions set forth in Sections 5.02 (and, if such Notes Issuance is the First Tranche Notes Issuance, Section 5.01), the Administrative Agent shall make all funds so received available to the Issuer in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Issuer.

  • As of the Effective Date, it is contemplated that such assignment shall occur one (1) Business Day following the First Tranche Notes Issuance Date.

  • The parties hereto agree that if the First Tranche Notes Issuance Date does not occur on or before October 15, 2021, this Agreement and all other Investment Documents shall be automatically terminated.

Related to First Tranche Notes Issuance

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

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

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.

  • 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).

  • First Tranche means the amount of the Loan allocated to the category entitled “First Tranche” in the table set forth in Part B of Schedule 1 to this Agreement.

  • Convertible Notes Indenture means the Indenture dated as of May 31, 2001, as amended by the First Supplemental Indenture dated as of February 20, 2002, among Xxxxxx Xxxxxxx Ltd., Xxxxxx Xxxxxxx LLC, as guarantor, and BNY Midwest Trust Company, as trustee.

  • Bridge Loans means the “Loans” as defined in the Bridge Credit Agreement.

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

  • Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.

  • Second Lien Notes Documents means the Second Lien Notes, the Second Lien Notes Indenture, the Second Lien Notes Security Documents and all other documents executed and delivered with respect to the Second Lien Notes or Second Lien Notes Indenture, as in effect on the Effective Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • Convertible Debt means Debt issued by the Borrower which by its terms may be converted into or exchanged for equity securities of the Borrower at the option of the Borrower or the holder of such Debt, including without limitation, Debt with respect to which the performance due by the Borrower may be measured in whole or in part by reference to the value of an equity security of the Borrower but may be satisfied in whole or in part in cash.

  • Second Lien Notes has the meaning set forth in the recitals hereto.

  • Senior Notes means $500,000,000 in aggregate principal amount of the Borrower’s 6.75% senior unsecured notes due 2025 issued pursuant to the Senior Notes Indenture on the Closing Date.

  • Revolver Notes means the promissory notes of the Borrower, substantially in the form of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay the Revolver Advances, together with all amendments, consolidations, modifications, renewals, substitutions and supplements thereto or replacements thereof and “Revolver Note” means any one of such Revolver Notes.

  • Exchange Note Issuance Date has the meaning stated in Section 2.2(a)(i) of the Exchange Note Supplement.

  • Revolving Notes means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

  • Second Lien Notes Indenture has the meaning set forth in the recitals hereto.

  • 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.

  • Senior Secured Notes Documents means the Senior Secured Notes Indenture, the Senior Secured Notes Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the Senior Secured Notes and/or the Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Initial Issuance Date means the Closing Date of the first Series of Notes issued to the Holders.

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

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

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

  • Senior Unsecured Notes Indenture means the Indenture dated as of July 20, 2011 among Xxxxx Fargo Bank, National Association, as trustee, the Borrower, as issuer, and the guarantors party thereto, as the same may be amended or supplemented from time to time.