Merger Notes definition

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, 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 is defined in Subpart 2.1.1.
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Examples of Merger Notes in a sentence

  • In addition, the Merger Notes and the 3.375% Senior Notes due 2021 may be redeemed at our option without any make-whole premium at specified dates ranging from one month to six months in advance of the scheduled maturity date.

  • 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.

  • 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.

  • Without limiting the generality of the foregoing, the Company may offset amounts owing under and/or cancel the Merger Notes of any Stockholder (pursuant to the terms and conditions of Section 3(f)(i)) through cancellation, modification, re-issuance or other action necessary and/or desirable by the Company of any Stockholder’s electronic stock certificate(s) through an electronic equity management and/or transfer agent (including, without limitation, CARTA).

  • Payment of the Stockholders’ obligation with respect to such fees shall be paid by offset against the outstanding principal amount due and payable pursuant to the Merger Notes consistent with Section 3(f)(i).

  • WebMD shall not be liable to any holder of shares of HLTH Common Stock for any share of WebMD Class A Common Stock (or dividends or distributions with respect thereto), Merger Notes (or principal or interest payments with respect thereto) or cash properly delivered to a public official pursuant to any abandoned property, escheat or similar Law.

  • 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.

  • 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 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.

  • 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.


More Definitions of Merger Notes

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.
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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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Merger Notes shall have the meaning set forth in Section 2.06(c).
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Merger Notes as defined in Section 2.4.
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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 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.

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

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

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

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

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

  • 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 8.675% Series A Junior Subordinated Deferrable Interest Debentures due February 1, 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 the aggregate principal amount of US$399,517,000 of 10.25% Guaranteed Senior Notes Due 2014 issued pursuant to the 2014 Note Indenture.

  • 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 7.000% Senior Notes due 2024, issued pursuant to the 2024 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 6.25% Senior Notes due 2022 issued by the MLP and Finance.

  • 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.