ROFR Notes definition

ROFR Notes has the meaning assigned in Section 3.2(a)(i).
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Examples of ROFR Notes in a sentence

  • The ROFR Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the ROFR Notes.

  • If the Transferring Noteholder does not consummate the Transfer of the ROFR Notes to the Buyer in accordance with this Section 3.2(a)(iii) within such sixty (60)-day period, then the Note Offer shall be deemed to lapse and any Transfer pursuant to such Note Offer shall be in violation of the provisions of this Section 3.2(a) unless the Transferring Noteholder sends a new ROFR Notice and once again complies with the provisions of this Section 3.2(a) with respect to such Note Offer.

  • Upon receipt of a Notice of Acceptance (as defined in the Prior Agreements) from any ROFR Offeree, the Company shall issue and sell to such ROFR Offeree the ROFR Notes in accordance with Section 3.4 of the 2004 Agreement, Section 3.4 of the 2005 Agreement, Section 3.1 of the February 2006 Agreement and Section 3.1 of the December 2006 Agreement, as applicable.

  • The purchase price for any Put/Call Securities hereunder (the "Put/Call Price") shall be equal to the product of (x) the number of Shares represented by such Put/Call Securities (with each unit of ROFR Warrants and the corresponding principal amount of ROFR Notes constituting one Share), multiplied by (y) the Per Share Net Equity Value of the Company reduced, in the case of the Warrants and ROFR Warrants, by the per share exercise price therefor.

Related to ROFR Notes

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

  • 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.

  • Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.

  • New Secured Notes means the $550 million of first lien secured notes to be issued by New Valaris Holdco comprising (i) the Rights Offering New Secured Notes to be issued in the Rights Offering on the terms set forth in the New Secured Notes Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet and the Rights Offering Procedures, (ii) the Holdback Notes to be issued on the terms set forth in the Backstop Agreement,

  • 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.

  • Offered Notes The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

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

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

  • Series D Notes is defined in Section 1.

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

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

  • or "Notes means the Revolving Notes, the Swingline Note and/or the Term Notes, collectively, separately or individually, as appropriate.

  • 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.

  • 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.

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

  • Pari Passu Securities means any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, on parity with the Designated Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.

  • Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.

  • 2016 Notes means the aggregate principal amount of US$460,000,000 of 4.25% Convertible Senior Notes Due 2016 issued pursuant to the 2016 Note Indenture.

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

  • Initial Note A-5 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Redemption Notes means unsecured subordinated promissory notes of the Trust having a maturity date to be determined at the time of issuance by the Trustee (provided that in no event shall the maturity date be set at a date subsequent to the first Business Day following the fifth anniversary of the date of issuance of such note), bearing interest from the date of issue at a market rate of interest determined at the time of issuance by the Trustee, payable for each month during the term on the 15th day of each subsequent month with all principal being due on maturity, such promissory notes to provide that the Trust shall at any time be allowed to prepay all or any part of the outstanding principal without notice or bonus.

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

  • 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.

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).