New Takeback Notes definition

New Takeback Notes means, in the event that less than $1.65 billion is raised in the Syndicated Exit Financing, the new secured takeback first lien notes, which shall be consistent with the terms set forth in Exhibit 1 hereto: (a) be issued on the Effective Date in accordance with Article III.B.2 to (i) each Holder of First Lien Notes Claims unless such Holder makes a New Takeback Term Loans Election and (ii) each Holder of First Lien Term Loan Claims that makes a New Takeback Notes Election; (b) be in an original principal amount equal to the product of (i) the proportion of (x) the amount of Allowed First Lien Claims held by Holders of First Lien Claims that make the New Takeback Notes Election to (y) the amount of all Allowed First Lien Claims, and (ii) the difference between (x) $1.65 billion and (y) the original principal amount of debt issued or borrowed in the Syndicated Exit Financing; and (c) have a second-out priority of payment relative to the New First Priority Takeback Term Loans.
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New Takeback Notes means, in the event that less than $1.65 billion is raised in the Syndicated Exit Financing, the new secured takeback first lien notes, which shall be consistent with the terms set forth in Exhibit 1 hereto: (a) be issued on the Effective Date in accordance with Article III.B.2 to
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New Takeback Notes means, in the event that less than $1.65 billion is raised in the Syndicated Exit Financing, the new secured takeback first lien notes, which shall be consistent with the terms set forth in Exhibit 1 hereto: (a) be issued on the Effective Date in accordance with Article III.B.2 to (i) each Holder of First Lien Notes Claims unless such Holder makes a New Takeback Term Loans Election and (ii) each Holder of First Lien Term Loan Claims that makes a New Takeback Notes Election; (b) be in an original principal amount equal to the product of (i) the proportion of
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Examples of New Takeback Notes in a sentence

  • Any and all such New Takeback Notes will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, subject to resale restrictions and may be resold, exchanged, assigned, or otherwise transferred only pursuant to registration or an applicable exemption from registration under the Securities Act and other applicable law.

  • All such Persons and Entities including DTC shall be required to accept and conclusively rely upon the Plan, the Combined Order, the Scheme of Arrangement, or the Irish Confirmation Order in lieu of a legal opinion regarding whether the New Takeback Notes or the New Common Equity (including any New Common Equity issuable upon exercise of the MDT II CVRs) are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

  • The Reorganized Debtors intend to make the New Takeback Notes eligible for clearance and settlement through the facilities of DTC.The Debtors believe that either the MDT II CVRs issued to the MDT II shall not constitute a “security”, or that the issuance of the MDI II CVRs shall be exempt from registration under section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

  • The New Takeback Notes will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned, or otherwise transferred only pursuant to registration or an applicable exemption from registration under the Securities Act and other applicable law.

  • The offering, issuance and distribution under the Plan of the New Takeback Notes shall be exempt from registration under the Securities Act and state securities laws pursuant to Section 4(a)(2) of the Securities Act, Regulation D under the Securities Act and/or Regulation S under the Securities Act and similar state securities law provisions.

  • SECURITIES LAW MATTERS 107 A.Issuance & Transfer of 1145 Securities 107 B.Issuance of New Takeback Notes 110 C.Issuance of MDT II CVRs 110 XI.

  • The Reorganized Debtors intend to make the New Takeback Notes eligible for clearance and settlement through the facilities of DTC.The Debtors believe that either the MDT II CVRs issued to the MDT II shall not constitute a “security”, or that the issuance of the MDT II CVRs shall be exempt from registration under section 5 of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

  • For Eligible Holders of First Lien Notes, such New Second Priority Takeback Debt will take the form of New Takeback Notes unless such Eligible Holder elects to receive New Takeback Term Loans.

  • The New Second Priority Takeback Debt means, in the event that less than $1.65 billion is raised in the Syndicated Exit Financing, the New Second Priority Takeback Term Loans or, the New Takeback Notes, as applicable.Exit A/R Facility Up to approximately $200 million available, with $100 million balance drawn and outstanding on the Effective Date Terms to be determined.

  • At the election of each Holder of Allowed First Lien Term Loan Claims, as of the New Takeback Election Record Date, to receive New Takeback Notes (instead of New Takeback Term Loans) on the Effective Date.


More Definitions of New Takeback Notes

New Takeback Notes means the new notes in the aggregate principal amount of$420,000,000 to be issued in respect of 1L Notes Claims in accordance with the Plan pursuant to the terms and conditions of the New Takeback Notes Documents, which notes shall have terms acceptable to the Debtors and the Required Consenting 1L Noteholders.
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Related to New Takeback Notes

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

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

  • Additional Series Equipment Notes means Equipment Notes issued under the Indenture and designated as a Series (other than “Series A” or “Series B”) thereunder in the principal amounts and maturities and bearing interest as specified in Schedule I to the Indenture amended at the time of original issuance of such Additional Series under the heading for such Series.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Permitted Notes means and include (i) any Permitted Junior Notes and (ii) any Permitted Pari Passu Notes.

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

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

  • 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.

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

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

  • Senior Notes Claim means a Claim arising under or as a result of the Senior Notes.

  • 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.

  • 2023 Notes means the 6 7/8% Notes due 2023 issued by NTL pursuant to the 1988 Indenture.

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

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

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

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

  • 2021 Notes means the 4.700% Senior Notes due 2021, originally issued by Ensco plc (now Valaris), a public limited company organized under the laws of England and Wales.

  • Additional Senior Notes shall have the meaning assigned to such term in Section 11.2(b).

  • 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.

  • Refinancing Equipment Notes and “Refinancing Trust” shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

  • Asset-Backed Securities means securities which: