Second Tranche Notes Issuance definition

Second Tranche Notes Issuance means the issuance of simultaneous Second Tranche Notes by the Issuer to each of the Second Tranche Purchasers pursuant to Section 2.01(b).
Sample 1Sample 2Sample 3
Second Tranche Notes Issuance means an issuance of simultaneous Second Tranche Notes by the Issuer to each of the Second Tranche Purchasers pursuant to Section 2.01(b). “Second Tranche Notes Issuance Date” means August 31, 2023; provided, that, if the Administrative Agent and the Issuer shall so agree in writing after the First Amendment Effective Date, the “Second Tranche Notes Issuance Date” shall instead be such Business Day occurring after the First Amendment Effective Date but before August 31, 2023 as the Administrative Agent and the Issuer shall select. “Second Tranche Purchaser” means (a) on or prior to the Second Tranche Notes Issuance Date, any Purchaser that has a Second Tranche Note Purchase Commitment at such time and (b) at any time thereafter, any Purchaser that holds one or more Second Tranche Notes at such time. “Secured Parties” means, collectively, the Administrative Agent, the Purchasers, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.05. “Securities Act” means the Securities Act of 1933. “Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person. “Security Agreement” means the security agreement dated as of the Closing Date executed in favor of the Administrative Agent, for the benefit of the Secured Parties, by each of the Credit Parties, as amended or modified from time to time in accordance with the terms hereof. “Service Segment Business” means the business of the Issuer that includes the development and commercialization of the HintMD Platform, OPUL and any product, service or line of business that is reasonably related to or reasonably necessary for such development or commercialization. “Social Security Act” means the Social Security Act of 1965. “SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator). “SOFR Unavailability Event” has the meaning set forth in Section 3.05.
Sample 1
Second Tranche Notes Issuance shall consist of Second Tranche Notes simultaneously issued by the Issuer to each of the Second Tranche Purchasers in accordance with their respective Second Tranche Note Purchase Commitments. Amounts which are repaid on the Second Tranche Notes may not be reborrowed.
Sample 1

Examples of Second Tranche Notes Issuance in a sentence

  • The Second Tranche Notes Issuance shall consist of Second Tranche Notes simultaneously issued by the Issuer to each of the Second Tranche Purchasers in accordance with their respective Second Tranche Note Purchase Commitments.

  • The Second Tranche Note Purchase Commitments will be automatically and permanently reduced to zero upon the Second Tranche Notes Issuance pursuant to Section 2.01(b).

  • Such original issue discount shall be fully earned on the Second Tranche Notes Issuance Date, subject to the funding of the Second Tranche Notes on the Second Tranche Notes Issuance Date, and shall be non-refundable for any reason whatsoever.

  • The Second Tranche Note Purchase Commitments will be automatically and permanently be reduced to zero on the Second Tranche Notes Issuance Date.

  • The Second Tranche Note Purchase Commitments will be automatically and permanently reduced to zero upon the Second Tranche Notes Issuance pursuant to S ection 2.01(b).

  • The Issuer may, upon written notice to the Administrative Agent prior to the Second Tranche Notes Issuance Date, terminate in full the Second Tranche Note Purchase Commitments; provided, that: any such notice shall be received by the Administrative Agent not later than 9:00 a.m. five (5) Business Days prior to the date of termination.

  • For the avoidance of doubt, the First Tranche Notes Issuance shall be in the aggregate principal amount of $100,000,000, the Second Tranche Notes Issuance shall be in an aggregate principal amount of $100,000,000 and the Third Tranche Notes Issuance shall be in the amount set forth in the Third Tranche Joinder Agreement but, in any event, in a maximum aggregate principal amount of $100,000,000.

  • For the avoidance of doubt, the First Tranche Notes Issuance shall be in an aggregate principal amount of $100,000,000 and the Second Tranche Notes Issuance shall be in a maximum aggregate principal amount of $25,000,000.

  • The Second Tranche Notes shall be issued on the Second Tranche Notes Issuance Date with original issue discount, for the ratable benefit of the Second Tranche Purchasers, in an aggregate amount equal to two percent (2.0%) of the aggregate principal amount of the Second Tranche Notes.

  • The Second Tranche Notes shall be issued on the Second Tranche Notes Issuance Date with original issue discount, for the ratable benefit of the Second Tranche Purchasers, in an aggregate amount equal to $400,000.


More Definitions of Second Tranche Notes Issuance

Second Tranche Notes Issuance means the issuance of simultaneous Second Tranche Notes by the Issuer to each of the Second Tranche Purchasers pursuant to S ection 2.01(b).
Sample 1

Related to Second Tranche Notes Issuance

  • 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.

  • Convertible Notes means the 2.75% Convertible Senior Notes of the Borrower due 2022 issued pursuant to the Convertible Notes Indenture.

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.

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

  • 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).

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • 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.

  • 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.

  • Second Lien Notes Documents means the Second Lien Notes, the Second Lien Notes Indenture, the Second Lien Notes Security Documents and all other documents executed and delivered with respect to the Second Lien Notes or Second Lien Notes Indenture, as in effect on the Effective Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • Revolving Notes means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

  • Bridge Loans means the “Loans” as defined in the Bridge Credit Agreement.

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

  • 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.

  • 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.

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

  • Convertible Debentures means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

  • Tranche B Notes is defined in Section 1.

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

  • Senior Secured Credit Facility means the Loan and Security Agreement, dated as of May 31, 2017 by and among the Company and Western Alliance Bank (as amended, amended and restated, supplemented or otherwise modified from time to time, subject to the limitations herein).

  • 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.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

  • Senior Secured Credit Facilities means the amended and restated senior secured credit facilities dated November 30, 2016 among Studio City Company Limited, the guarantors named therein, the financial institutions named as lenders therein and the agent for such lenders, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such facilities may be amended, restated, modified, renewed, supplemented, replaced or refinanced from time to time.

  • 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 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.