Potential Equity Notes definition

Potential Equity Notes. As of the relevant time of determination, the Class B Notes and the Class C Notes and any other Secured Notes if the Issuer (upon their issuance for U.S. federal income tax purposes) has not received an opinion in respect of such Secured Notes from nationally recognized tax counsel experienced in such matters and reasonably acceptable to the Issuer to the effect that such Secured Notes will be treated as debt for U.S. federal income tax purposes.
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Examples of Potential Equity Notes in a sentence

  • It agrees and acknowledges that the failure to provide such form may result in withholding from payments in respect of its Potential Equity Notes, including U.S. federal withholding or backup withholding, and that any purported transfers made in violation of the foregoing requirements shall be void ab initio.

  • It agrees that the Issuer or the Trustee may provide such information and any other information concerning its investment in such Potential Equity Notes to the IRS.

  • Each Holder and beneficial owner agrees and acknowledges that the failure to provide such form may result in withholding from payments in respect of the Potential Equity Notes or the Subordinated Notes (as applicable), including U.S. federal withholding or backup withholding, and that any purported transfers made in violation of the foregoing requirements shall be void ab initio.

  • TheOn the Refinancing Date, the Class B Notes and Class C Notes shall constitute Potential Equity Notes on the Closing Date and shall be issued as Certificated Notes on the Closing Date.

  • It agrees that the Issuer or the Trustee may provide such information and any other information concerning its investment in the Potential Equity Notes or the Subordinated Notes to the IRS.

  • The Class B Notes and Class C Notes shall constitute Potential Equity Notes on the Closing Date and shall be issued as Certificated Notes on the Closing Date.

Related to Potential Equity Notes

  • Qualifying Notes means, at any time, any securities (other than the Notes) issued directly or indirectly by the Issuer:

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • APM Qualifying Securities means, with respect to an Alternative Payment Mechanism or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, as applicable):

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Qualifying Capital Securities means securities (other than Common Stock, rights to acquire Common Stock and securities convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • Qualifying Securities means securities issued by the Issuer that:

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Potential Co-Investment Transaction means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • 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.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Qualifying student means a student who is an exceptional needs child, a South Carolina resident, and who is eligible to be enrolled in a South Carolina secondary or elementary public school at the kindergarten or later year level for the applicable school year.

  • designated sporting event generally means any association football match, whether national or international. The full legal definition of the different classes of designated sporting events may be found in the Sports Grounds and Sporting Events (Designation) (Amendment) Order 2011, under Article 2(1) and 2(2) of Schedule 2.

  • Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.

  • Senior Discount Notes means the Company's 10 1/2% Senior Discount Notes --------------------- due March 1, 2007.

  • Existing Secured Notes means the previously issued debt securities of the Issuers outstanding on the date hereof.

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Special Equity Interest means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings, site preparation, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • extended reduction (qualifying contributory benefits means a reduction under this scheme for which a person is eligible in accordance with paragraph 88 or 95;

  • Collateral Initial Invested Amount means $100,001,000.

  • 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.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.