Second Tranche Notes Issuance Date definition

Second Tranche Notes Issuance Date has the meaning set forth in Section 2.01(b).
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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.
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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.
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Examples of Second Tranche Notes Issuance Date in a sentence

  • 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 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.

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

  • 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 $[***].

  • 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 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.


More Definitions of Second Tranche Notes Issuance Date

Second Tranche Notes Issuance Date means the date on which the conditions set forth in Section 2.B. of the First Amendment have been satisfied (or waived by the Administrative Agent and the Second Tranche Purchasers) and the Second Tranche Notes Issuance shall have occurred.
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Related to Second Tranche Notes Issuance Date

  • 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.

  • 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.

  • Initial Issuance Date means the Closing Date of the first Series of Notes issued to the Holders.

  • Policy Issuance Date means the date of first issuance of these Terms and Benefits.

  • 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).

  • Convertible Notes has the meaning set forth in the Recitals.

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

  • Bridge Loans means the Loans (as defined in the Bridge Credit Agreement).

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;

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

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Tranche B Notes means the promissory notes, if any, of the Borrower in favor of each Tranche B Lender provided pursuant to Section 2.4(f) or Section 2.5(f) and evidencing the Tranche B Loans of such Tranche B Lender, individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time.

  • 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.

  • Term Loan Conversion Date means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted into a term loan pursuant to Section 2.06.

  • 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.

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

  • Original Issuance Date means the Closing Date, as defined in the Investment Agreement.

  • Issuance Date means the date hereof.

  • 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.

  • 2015 Notes means the 8.375% senior notes due 2015 in the principal amounts of $615 million and €500 million issued pursuant to the 2015 Notes Indenture.

  • Note Amount means, with respect to any Payment Date, the aggregate outstanding principal amount of the Notes after giving effect to payments of principal made on the Notes on such Payment Date.

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

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

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

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).