Notes Agreement definition

Notes Agreement has the meaning set forth in the recitals.
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Notes Agreement means that certain Amended and Restated Convertible Note Facility Agreement, dated as of March 3, 2017, by and between the Company and FTP, as amended, supplemented, restated or otherwise modified from time to time.
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Notes Agreement means the Amended and Restated Note Purchase Agreement, as amended, dated as of September 15, 2004, by and among the Company, Metropolitan Life Insurance Company, AXA Equitable Life Insurance Company, Teachers Insurance and Annuity Association of America, Mony Life Insurance Company, The Travelers Insurance Company, The Variable Annuity Life Insurance Company, The Travelers Life and Annuity Company, The Guardian Life Insurance Company of America, Primerica Life Insurance Company, Massachusetts Mutual Life Insurance Company, Babson Capital Management LLC and C.M. Life Insurance Company.
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Examples of Notes Agreement in a sentence

  • This Warrant Certificate (this “Warrant”) is issued to the Holder in connection with that certain Convertible Notes Agreement dated June 9, 2015 by and among the Company and the Purchasers listed on Exhibit A thereto, as amended (the “Convertible Notes Agreement”).

  • In addition to and without limiting the generality of the foregoing, each Obligor represents and warrants to Agent and Lenders that, in connection with each request for the funding of a Loan or the issuance of a Letter of Credit, such Loan or Letter of Credit (as applicable) is permitted as an incurrence of additional Indebtedness under each Senior Notes Agreement and each Senior Secured Notes Agreement.

  • The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by all parties thereto other than the California Guarantors who are party thereto have been duly authorized by all requisite action, and each Notes Agreement is a valid and binding obligation of each party thereto (including each California Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

  • Each FTP Investor Director may recuse himself or herself from being present or participating at a meeting (or portion thereof) at which a matter is considered in which the FTP Investors’ interest as the Note Holders under the Notes Agreement, or any other interest of the FTP Investors, can be reasonably expected to be in conflict with the FTP Investors’ interest as Stockholders, or voting on any such matter.

  • Capitalized terms used herein without definition shall have the meanings ascribed to them in the Notes Agreement, and the principles of interpretation and other provisions of Section 1.2 and 1.3 of the Notes Agreement shall apply to this Agreement mutatis mutandis.

  • The execution, delivery (or issuance, as the case may be) and performance of the Notes Agreements by all parties thereto other than the Pennsylvania Guarantors who are party thereto have been duly authorized by all requisite action, and each Notes Agreement is a valid and binding obligation of each party thereto (including each Pennsylvania Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

  • In the event of any conflict between any provision of this Agreement and a provision in any Additional Loan and Notes Agreement (as defined in the Intercreditor Agreement) with respect to the rights and interests of any Additional Loan and Notes Secured Parties (as defined in the Intercreditor Agreement) such provision of this Agreement shall control.

  • This Note is being sold by the Company as part of a series of notes issued pursuant to that certain Convertible Notes Agreement dated as of June 9, 2015, by and among the Company and purchasers of such Notes (the “CNA”).

  • All notices and other communications made pursuant to this Warrant shall be in writing and shall be conclusively deemed to have been duly given if delivered in accordance with the notice provisions of the Convertible Notes Agreement.

  • To the extent that any amendment(s) to the Convertible Notes Agreement or the transactions contemplated thereby result in a required amendment to the terms of this Warrant, this Warrant shall be deemed amended to the extent that the amendment(s) to the Convertible Notes Agreement are completed in accordance with the terms thereof.


More Definitions of Notes Agreement

Notes Agreement has the meaning set forth in the sixth WHEREAS clause of this Agreement; provided, that the term “Notes Agreement” shall also include any Additional Notes Agreement (and if more than one Notes Agreement exists at any time, “Notes Agreement” shall be deemed to be a collective reference to each Notes Agreement), as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.
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Notes Agreement means the collective reference to (a) the Existing Notes Agreements, (b) any Additional Notes Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Notes Agreements, any Additional Notes Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Notes Agreement hereunder (a "Replacement Notes Agreement"). Any reference to the Notes Agreement hereunder shall be deemed a reference to any Notes Agreement then extant. "Notes Cap" means, as of any date of determination, the result of: (a) the sum of (which amount shall be increased by the amount of all interest, fees, costs, expenses, indemnities, and other amounts accrued or charged with respect to any of the Notes Obligations (other than Excess Notes Obligations) as and when the same accrues or becomes due and payable, irrespective of whether the same is added to the principal amount of the Notes Obligations and including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable, in whole or in part, in any such Insolvency Proceeding): (i) $27,500,000, plus (ii) after the commencement of an Insolvency Proceeding, $2,500,000, minus (b) the aggregate amount of all payments of the principal amount of the Notes Obligations under the Notes Agreement (other than payments of such Notes Obligations in connection with a refinancing permitted hereunder or payments in connection with a "roll-up" during any Insolvency Proceeding). "Notes Collateral" means all assets, whether now owned or hereafter acquired by any Loan Party, in which a Lien is granted or purported to be granted to any Notes Secured Party as security for any Notes Obligation. Notwithstanding anything to the contrary in the Notes Documents, none of the Notes Obligations may be secured by a Lien on any ABL Exclusive Collateral "Notes Creditors" means the "Holders" and the "Secured Parties", each as defined in the Notes Agreement. "Notes Default" means any "Event of Default", as such term is defined in any Notes Document.
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Notes Agreement the indenture among the Borrower, JPMorgan Chase Bank, X.X. Xxxxxx Trust Bank Ltd. And X.X. Xxxxxx Bank Luxembourg S.A. dated as of October 25, 2004 providing for the issuance of senior notes in the aggregate amount of two hundred million Dollars ($200,000,000), with final maturity due on November 01, 2009; provided that solely for the purposes of Sections 6.02 (n) and (o) (Negative Covenants), the references to the Notes Agreement in such Sections are to the relevant provisions of the Notes Agreement in effect as of the date of this Agreement and, except for the Waiver Solicitation such provisions shall not be modified or otherwise affected by (i) the expiration or termination of the Notes Agreement or (ii) any amendment or variation thereof to which IFC has not consented in accordance with Section 6.03 (m) (Reporting Requirements);
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Notes Agreement means that certain senior secured notes indenture dated as of the Amendment No. 2 Effective Date, by and among Xxxxxxxx, as issuer and the Notes Agent. “Notes Documents” means, collectively, the Notes Agreement and all other agreements, instruments, documents and certificates executed and/or delivered in connection therewith. “Notes Obligations” means the Indebtedness and other obligations of Borrower and its Subsidiaries under the Notes Documents. “Notice of Borrowing” shall have the meaning provided in Section 2.3(a). “Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6(a). “Noticed Cash Management Obligations” shall mean any Secured Cash Management Obligations with respect to which the Borrower and the Secured Party with respect thereto have notified the Administrative Agent of the intent to include such Secured Cash Management Obligations as Noticed Cash Management Obligations hereunder (so long as such designation, and the resulting Secured Cash Management Reserves at the time of designation, would not result in an Overadvance) and with respect to which a Secured Cash Management Reserve has subsequently been established in the amount set forth in such notice; provided that such designation shall be -44-
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Notes Agreement means the collective reference to (a) the Existing Securities Purchase Agreement and the Existing Notes, (b) any Additional Notes Agreement and (c) any other credit agreement, loan agreement, securities purchase agreement, note agreement, promissory note, additional notes, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to increase, extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Notes Agreement, any Additional Notes Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Notes Agreement hereunder (a “Replacement Notes Agreement”). Any reference to the Notes Agreement hereunder shall be deemed a reference to any Notes Agreement then extant.
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Notes Agreement means the collective reference to (a) the Existing Notes Indenture, (b) any Additional Notes Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Notes Indenture, any Additional Notes Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Notes Agreement hereunder (a “Replacement Notes Agreement”). Any reference to the Notes Agreement hereunder shall be deemed a reference to any Notes Agreement then extant.
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Related to Notes Agreement

  • Subordinated Notes Indenture means that certain Subordinated Debenture Indenture between DH (f/k/a NGC Corporation) and First National Bank of Chicago, as Debenture Trustee, dated as of May 28, 1997 (as amended, restated and supplemented through the Petition Date).

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

  • 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.

  • Note Agreement hereunder," "hereof," "herein," or words of like import referring to the Note Agreement, shall mean and be a reference to the Note Agreement, as amended hereby.

  • Subordinated Note Documents means the Subordinated Notes, the Subordinated Note Purchase Agreement, the “Fee Letter” under and as defined in the Subordinated Note Purchase Agreement and any other Note Document (as defined in the Subordinated Note Purchase Agreement).

  • 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.

  • Senior Note Indenture the Indenture entered into by Holdings, the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by Holdings, the Borrower or such Subsidiaries in connection therewith.

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

  • 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.

  • 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.

  • Existing Notes Indenture shall have the meaning set forth in the recitals hereto.

  • 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.

  • Senior Secured Notes Indenture means the indenture, dated as of the Closing Date, among the Borrower, as issuer, the guarantors party thereto and the trustee referred to therein pursuant to which the Senior Secured Notes are issued, as such indenture may be amended or supplemented from time to time.

  • Senior Secured Note Indenture means the Indenture dated as of November 5, 2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time;

  • Note Agreements means, collectively, the 2011 Note Agreement and the 2014 Note Agreement.

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

  • Senior Notes Indenture means the Indenture for the Senior Notes, dated December 29, 2011, between the Borrower and Wilmington Trust, National Association, as trustee, as the same may be amended, modified, supplemented, replaced or refinanced to the extent not prohibited by this Agreement.

  • Secured Notes Indenture means the Indenture, dated as of May 29, 2013, among the Borrower, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, governing the Secured Notes, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • Senior Note Indentures means, collectively, the Senior Note (2020) Indenture, the Senior Note (2021) Indenture, the Senior Note (2022) Indenture and the Senior Note (2023) Indenture.

  • Senior Notes Indentures means the Senior Secured Notes Indenture and the Senior Unsecured Notes Indenture.

  • Second Lien Notes Documents means the Second Lien Notes Indenture, the Second Lien Notes and all other agreements, instruments and other documents pursuant to which the Second Lien Notes have been or will be issued or otherwise setting forth the terms of the Second Lien Notes.

  • Existing Senior Notes Indenture means that certain Indenture dated as of March 16, 2011, by and between the Borrower, as issuer, and Xxxxx Fargo Bank, National Association, as trustee, as amended, restated, supplemented, renewed or extended or otherwise modified from time to time to the extent permitted by Section 7.15.

  • Unsecured Notes Indenture means the indenture, dated as of July 31, 2015, by and among the Borrower and Wilmington Trust, National Association, as trustee.

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

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

  • Existing Senior Notes Indentures means, the indentures governing the Existing Senior Notes, each as may be amended or supplemented from time to time.