Holdback Notes definition

Holdback Notes means $187.5 million of the New Secured Notes.
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Holdback Notes means the promissory notes of the Purchaser substantially in the form of Exhibits B-1 and B-2 hereto.
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Holdback Notes has the meaning set forth in Section 2.02(b).
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Examples of Holdback Notes in a sentence

  • The aggregate consideration for the Business and the Assets shall be the (i) assumption of the Assumed Liabilities pursuant to Section 2.4, (ii) cash payment of $6 million subject to adjustment pursuant to Section 2.7, (iii) a number of shares of Purchaser common stock determined in accordance with Section 2.6(b) below (the “Purchaser Shares”), (iv) the Holdback Notes plus (v) payment of the Earnout Amounts (collectively, the “Purchase Price”).

  • Purchaser in its sole discretion may offset any amounts payable to it by Sellers under this Section 12.3 against the principal amount of the Holdback Notes and the amount of any Earnout Amount payable.

  • Backstop Parties shall have the right and obligation to subscribe for the Holdback Notes (and the associated Participation Equity) (the “Holdback”) and any Subscription Rights they may hold and, in the case of the Senior Notes Backstop Parties, shall fully backstop the remainder of the Rights Offering (not being subscribed for directly by the New Money Participating Credit Facility Creditors) in accordance with the Backstop Agreement.

  • In addition to the Participation Equity associated with the Holdback Notes for which the Backstop Parties subscribe, the Lender Backstop Parties shall receive the Lender Equity Backstop Premium and the Senior Notes Backstop Parties shall receive the Senior Notes Equity Backstop Premium in exchange for their commitments as set forth in the Backstop Agreement.


More Definitions of Holdback Notes

Holdback Notes has the meaning set forth in the Backstop Commitment Agreement.
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Holdback Notes means the promissory notes in an aggregate principal amount of $3,000,000 issued by Borrower on April 18, 1997 to Kuck Xxxestment Partners, L.P., Lancx X. Xxxx xxx Scotx X. Xxxx.
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Holdback Notes means the subordinated notes issued to the Existing Lenders on the Effective Date.
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Related to Holdback Notes

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • 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.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Series D Notes is defined in Section 1.

  • Escrowed Bonds means Municipal Obligations that (i) have been determined to be legally defeased in accordance with S&P’s legal defeasance criteria, (ii) have been determined to be economically defeased in accordance with S&P’s economic defeasance criteria and assigned a rating of AAA by S&P, (iii) are not rated by S&P but have been determined to be legally defeased by S&P or (iv) have been determined to be economically defeased by S&P and assigned a rating no lower than the rating that is S&P equivalent of S&P’s AAA rating. In the event that a defeased obligation which is an S&P Eligible Asset does not meet the criteria of an Escrowed Bond, such Municipal Obligation will be deemed to remain in the Issue Type Category into which it fell prior to such defeasance.

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

  • 2029 Notes has the meaning specified in the recitals of this Supplemental Indenture.

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • Company Notes means the 5.500% Senior Notes of the Company due 2027 issued under the Indenture.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Initial Note Balance means, for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the Initial Class B Note Balance, the Initial Class C Note Balance, the Initial Class D Note Balance or the Initial Class E Note Balance, as applicable, or with respect to the Notes generally, the sum of the foregoing.

  • Refunded Notes means that portion of the Series 298 Notes and Series 300 Notes paid from the proceeds of the Bonds and other available funds of the Issuer.

  • Series A Securities means the Company's Series A 9 3/8% Junior Subordinated Deferrable Interest Debentures due May 1, 2028 as authenticated and issued under this Indenture.

  • PIK Notes means Additional Notes issued under this Indenture in connection with a PIK Payment, with the same terms as the Initial Notes, except that interest on any PIK Notes shall accrue from their date of issuance.

  • 2028 Notes means the Borrower’s $650,000,000 aggregate principal amount notes due June 13, 2028, issued in June 2023 and July 2023.

  • New Senior Notes has the meaning set forth in the recitals hereto.

  • Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.

  • 2014 Notes means the aggregate principal amount of US$399,517,000 of 10.25% Guaranteed Senior Notes Due 2014 issued pursuant to the 2014 Note Indenture.

  • A Notes means each Note that has a designation starting with “A”, either individually or in the aggregate as the context may require.

  • Series B Equipment Notes means Equipment Notes issued and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series B Equipment Notes” and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the Indenture.

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

  • Series C Equipment Notes means Equipment Notes issued under an Indenture and designated as "Series C" thereunder.

  • Series A Equipment Notes means Equipment Notes issued and designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series A Equipment Notes” and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the Indenture.

  • 2022 Notes means the 6.25% Senior Notes due 2022 issued by the MLP and Finance.

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.