Merger Notes definition

Merger Notes means, collectively, those five (5) Promissory Notes payable to the Original Shareholders in the Merger in the aggregate amount of $3,624,800, pursuant to the terms of the Merger Agreement.
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Merger Notes means payment-in-kind Promissory Notes with an interest rate of six percent (6.0%) from the Company due and payable on the date that is 54 months after the Closing Date, in the form attached hereto as Exhibit D-1.
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Merger Notes means the (a) Three Year Notes (as defined in the Merger Agreement) and (b) Northstar Term Notes (as defined in the Merger Agreement) and any replacements or substitutes thereof.
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Examples of Merger Notes in a sentence

  • The Merger Notes consist of the following seven tranches: the 1.450% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 2.700% Senior Notes due 2020, the 3.150% Senior Notes due 2022, the 3.550% Senior Notes due 2025, the 4.250% Senior Notes due 2035 and the 4.450% Senior Notes due 2045.

  • He maintained that the Plaintiffs had not explored how the determination was made or deposed other USAA employees involved in the process.

  • The Merger Notes issued in respect of each share of HLTH Common Stock in the Merger shall be in lieu of an amount of Fully-Diluted Cash Consideration equal to the initial principal amount of such Merger Notes.

  • Pursuant to such power of attorney, the Company shall have the right to execute any and all agreements, documents, certificates and other instruments related to the offset of amounts owing under and the cancellation of the Merger Notes pursuant to the terms and conditions of Section 3(f)(i) on behalf of such Stockholder.

  • The definition of “Interest Expense” in Section 1.01 of the Existing Credit Agreement is amended by adding the following proviso to the end of such definition: ; provided that, for purposes of calculating the Interest Coverage Ratio, prior to the consummation of the TSYS Merger, “Interest Expense” shall not include interest, premium payments, debt discount, fees, charges and related expenses payable with respect to the TSYS Merger Notes.

  • The Merger Notes shall be issued pursuant to an indenture (the “Merger Notes Indenture”) between WebMD, as issuer, and a trustee mutually determined by WebMD and HLTH, to be entered into at or prior to the Closing, and which shall contain terms consistent with those set forth on the term sheet attached hereto as Exhibit 3.02 and other customary terms and conditions.

  • At the Effective Time, the Surviving Corporation shall issue 900 newly issued, fully paid and non-assessable shares of common stock to the Company as consideration for the Company assuming the obligations under this Agreement to deliver and issue, at the Effective Time, the Exchange Agreement Consideration, Navy LOC Securities, Per Share Common Stock Merger Consideration, Per Share Series A Merger Consideration, Per Share Series Seed Merger Consideration, the Merger Warrants and the Merger Notes.

  • No payments of principal or interest, if any, made after the Effective Time with respect to the Merger Notes shall be paid to the holder of any unsurrendered Certificate the right of receipt of which is represented thereby, until the holder of such Certificate shall surrender such Certificate.

  • These proceeds were used to repay the following portions of the Merger Notes: $246.6 million of the 4.250% Senior Notes due 2035, $182.2 million of the 5.750% Senior Notes dueFacility will be used for general corporate purposes.

  • Table VI: Reform effects on financial stability of merging banks L(zscore) (1)SD(RoA) (2)Tier1 (3)LLP (4)NPL (5) Merger Notes: Clustered standard errors at the bank level in parentheses.


More Definitions of Merger Notes

Merger Notes as defined in Section 2.4.
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Merger Notes is defined in Subpart 2.1.1.
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Merger Notes means, collectively, the Borrower’s (i) $250,000,000 principal amount of senior notes due 2012 and (ii) $205,000,000 principal amount of senior floating rate notes due 2010.
Sample 1
Merger Notes shall have the meaning set forth in Section 2.06(c).
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Related to Merger Notes

  • 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.

  • Seller Notes means any promissory note or notes issued by the Borrower or a Restricted Subsidiary of the Borrower in respect of any acquisition permitted hereunder as consideration in connection with such acquisition, but that is not in the nature of an earn-out obligation or similar deferred or contingent obligation.

  • 2028 Notes has the meaning specified in the recitals of this First Supplemental Indenture.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

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

  • 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.

  • Series D Notes is defined in Section 1.

  • 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.

  • MAC Notes The Classes of Modifiable And Combinable STACR® Notes shown on

  • Series A Debentures means the Series A 9-7/8% Junior Subordinated Deferrable Interest Debentures due February 15, 2027 of the Debenture Issuer issued pursuant to the Indenture.

  • Series B Debentures means the $200 million aggregate principal amount of 4.903% Series B senior unsecured debentures of the Trust due July 5, 2023.

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

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

  • 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.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Junior Notes means Note B-1, Note B-2, Note B-3 and Note B-4.

  • 2024 Notes means the 7.625% unsecured notes due April 15, 2024, issued pursuant to the 2009 Notes Indenture.

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

  • 2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.

  • Subordinated Debentures means the debentures exchangeable by the Company for the Preferred Stock in accordance with the Certificate of Designations therefor.

  • 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.

  • 2022 Notes means the 4.875% Senior Notes due 2022, originally issued by Rowan Companies, Inc., a Delaware corporation.

  • 2015 Notes means the 8.375% senior notes due 2015 in the principal amounts of $615 million and €500 million issued pursuant to the 2015 Notes Indenture.

  • Series C Notes is defined in Section 1.

  • Holdco Notes means the $1,000,000,000 aggregate principal amount of 11 1/2% Senior PIK Notes due 2016 issued by Holdings.