Purchase Money Notes Trigger Event definition

Purchase Money Notes Trigger Event means an event that shall be deemed to have occurred if, as of any time during the periods set forth below, (a) the total amount then on deposit in the Defeasance Account (without giving effect to any net losses thereon arising from the investment of such amounts in accordance with the Custodial and Paying Agency Agreement), plus the sum of the aggregate amount from the Defeasance Account previously paid by the Company to all Holders (as such term is defined in the Custodial and Paying Agency Agreement) to repay any Purchase Money Note and the aggregate amount previously paid to the Purchase Money Notes Guarantor to reimburse Purchase Money Notes Guarantor for payments it has made under the Purchase Money Notes Guaranty, divided by (b) the original aggregate principal amount of the Purchase Money Notes, as of the Closing Date is less than: Third (3rd) anniversary of the Closing Date or any time thereafter before the fourth (4th) anniversary of the Closing Date: 25% Fourth (4th) anniversary of the Closing Date or any time thereafter before the fifth (5th) anniversary of the Closing Date: 40% Fifth (5th) anniversary of the Closing Date or any time thereafter before the sixth (6th) anniversary of the Closing Date: 50% Sixth (6th) anniversary of the Closing Date or any time thereafter before the seventh (7th) anniversary of the Closing Date: 75% Seventh (7th) anniversary of the Closing Date or any time thereafter before the eighth (8th) anniversary of the Closing Date: 100%
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Purchase Money Notes Trigger Event has the meaning given in the Reimbursement, Security and Guaranty Agreement.
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Examples of Purchase Money Notes Trigger Event in a sentence

  • The Manager shall make Excess Working Capital Advances to the Paying Agent from its own funds in accordance with the terms described in Section 5.4 of the LLC Operating Agreement and to the extent that there are insufficient funds (a) in the Collection Account or the Working Capital Reserve with which to pay Working Capital Expenses in full or (b) in the Distribution Account to fund the Defeasance Account by such amount as might be required to cure a Purchase Money Notes Trigger Event.

  • The Manager shall direct the Paying Agent to deposit any Excess Working Capital Advances to pay Working Capital Expenses into the Collection Account (from which the funds will be available to pay such Working Capital Expenses) and shall direct the Paying Agent to deposit any Excess Working Capital Advances as might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account.

  • The Manager shall direct the Paying Agent to deposit any Excess Working Capital Advances (i) to pay Working Capital Expenses into the Collection Account (from which the funds will be available to pay such Working Capital Expenses), (ii) as might be required to repay the Advance Facility in full to the Advance Lender in accordance with the provisions of Section 5.5 of the LLC Operating Agreement and (iii) as might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account.

Related to Purchase Money Notes Trigger Event

  • Purchase Money Indebtedness means (a) any indebtedness incurred for the payment of all or any part of the purchase price of any fixed asset, including indebtedness under capitalized leases, (b) any indebtedness incurred for the sole purpose of financing or refinancing all or any part of the purchase price of any fixed asset, and (c) any renewals, extensions or refinancings thereof (but not any increases in the principal amounts thereof outstanding at that time).

  • Purchase Money Debt means Debt:

  • 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).

  • 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.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Permitted Convertible Indebtedness is senior unsecured notes issued by the Parent pursuant to either an effective registration statement under the Securities Act of 1933, as amended or Rule 144A of the regulations thereunder (which issuance shall include a customary offering document which describes (i) this Agreement and (ii) the capital structure of Parent after giving effect to such Indebtedness, in each case, in reasonable detail as determined by the Parent in good faith) that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and the other customary changes thereto) of shares of common stock of the Parent (or other securities or property following a merger event or other change of the common stock of the Parent), 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) and cash in lieu of fractional shares of common stock of the Parent; provided that the Indebtedness thereunder must satisfy each of the following conditions, and any agreements providing for such Indebtedness may only be amended, restated, supplemented or modified from time to time if each of the following conditions remains satisfied: (i) both immediately prior to and after giving effect (including pro forma effect) to the issuance thereof, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures, and does not provide for or require any scheduled amortization or other scheduled or otherwise provided for or required payments of principal prior to, after the date that is one hundred eighty (180) days 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 (howsoever defined), (y) any early conversion of such Indebtedness in accordance with the terms thereof, nor (z) any provision providing for redemption of such Indebtedness upon satisfaction of a condition related to the stock price of the Parent’s common stock, in each case, shall violate the foregoing restriction), (iii) such Indebtedness (at any one time outstanding) is in an aggregate principal amount of not more than the lesser of (x) Two Hundred Million Dollars ($200,000,000.00) and (y) an amount equal to twenty percent (20%) of Parent’s market capitalization, as of the close of the regular trading session for the Parent’s common stock on the date that is one (1) Business Day prior to the date of launching (i.e. not pricing) of such convertible Indebtedness, (iv) such Indebtedness shall bear an interest rate of not more than seven and one half percent (7.50%) per annum and (v) such Indebtedness shall be subject to an indenture and the terms, conditions and covenants (other than pricing terms determined through a customary marketing process) of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the Parent in good faith) and (vi) such Indebtedness is not guaranteed by any Subsidiary of the Parent (unless such Subsidiary is a Borrower hereunder or the Obligations are otherwise guaranteed by such Subsidiary on a secured basis).

  • Purchase Money Note means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

  • Permitted Unsecured Refinancing Debt means Credit Agreement Refinancing Indebtedness in the form of unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions.

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Permitted Equity Issuance means any sale or issuance of any Qualified Equity Interests of Holdings or any direct or indirect parent of Holdings (and, after a Qualifying IPO, of any Intermediate Holding Company), in each case to the extent permitted hereunder.

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

  • Purchase-money collateral means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and