Shareholder Subordinated Notes definition

Shareholder Subordinated Notes means notes issued by the Company and not Guaranteed by any Subsidiary of the Company that (i) is by its terms expressly subordinated or junior in right of payment in all respects to the Notes, (ii) is not Secured Indebtedness, (iii) does not have any default provisions or provide to the holder any acceleration rights which are exercisable so long as the Notes are outstanding and (iv) limits the payment of principal, interest and premium, if any, on such Indebtedness to the extent that the Company may make Restricted Payments pursuant to Section 4.04.
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Shareholder Subordinated Notes means an unsecured junior subordinated note issued by the Borrower (and not guaranteed or supported in any way by any of the Borrower's Subsidiaries) in the form of Exhibit L (appropriately completed), as amended, modified or supplemented from time to time in accordance with the terms of this Agreement.
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Shareholder Subordinated Notes has the meaning provided in Section 7.03(h).
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Examples of Shareholder Subordinated Notes in a sentence

  • This Note is one of the Shareholder Subordinated Notes referred to in the Senior Debt Agreement (as defined herein) and is subject to the terms and provisions thereof and to the subordination provisions set forth in this Section 12.

  • Notwithstanding anything to the contrary above in this Section 8.01, so long as Holdings has not issued any Shareholder Subordinated Notes, any Permitted Seller Notes, any Permitted Earn-Out Debt or any other Indebtedness, the references to “Holdings” in each of clauses (a), (b), (c) and (d) of this Section 8.01 shall be deemed instead to be references to the “Borrower” and the existing references to the “Borrower” in each such clause shall be ignored.

  • Moreover, the Court respectfully disagrees with Mr. Baxter’s assessment that the Shareholder Subordinated Notes had zero value.

  • Holdings has no significant assets (other than the membership interests of the Borrower) or liabilities (other than under this Agreement, the other Documents to which it is party, Shareholder Subordinated Notes, PIK Preferred Equity, Permitted Seller Notes, Permitted Earn-Out Debt, Permitted Earn-Out Preferred Equity and Qualified Preferred Equity) and has engaged in no substantial business activities.

  • In return, Samson Energy transferred three notes to SIC with a combined principal amount of $553 million (the “Shareholder Subordinated Notes”).324 Following the transfer, the Shareholder Subordinated Notes were cancelled.325The Trustee’s fraudulent transfer theory is that SIC transferred its Gulf Coast and Offshore Business, which he suggests was worth at least $846 million, to Samson Energy (for the benefit of the Schustermans) in exchange for the Subordinated Shareholder Notes that had no value.

  • No Borrower will, nor will permit any of its Subsidiaries to, declare or pay any Dividends or make any payments in respect of any outstanding Shareholder Subordinated Notes or Intercompany Debt, except that Common Restricted Payments shall be permitted.

  • He provided details on activities, monies already secured and monies to be raised.

  • This Note is one of the Shareholder Subordinated Notes referred to in the Credit Agreement, dated as of February 19, 1997, by and among the Company, Xxxxxx-Xxxxxx Corporation, the lenders from time to time party thereto (the "Banks"), and Bankers Trust Company, as Agent (as amended, modified, supplemented, extended, restated, refinanced, replaced or refunded from time to time, the "Credit Agreement") and shall be subject to the provisions thereof.

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More Definitions of Shareholder Subordinated Notes

Shareholder Subordinated Notes has the same meaning given such term in the Silgan Credit Agreement (including the exhibits thereto) as in effect on the Closing Date.
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Related to Shareholder Subordinated Notes

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

  • Senior Subordinated Notes means the Company's 10 1/2% Senior Subordinated Notes due 2009 issued pursuant to the Senior Subordinated Notes Indenture.

  • Existing Senior Subordinated Notes means the 10.875% Senior Subordinated Notes Due 2009 issued by the Company pursuant to the Existing Senior Subordinated Note Indenture.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Convertible Subordinated Notes means any convertible subordinated notes or debentures issued by the Borrower after the date hereof, which are subordinated to the Obligations on terms no less favorable to the Lenders, in any material respect, than the 4.75% Convertible Subordinated Notes Due 2016 (as those terms were in effect and applied to the 4.75% Convertible Subordinated Notes Due 2016 prior to the repayment thereof in full on June 15, 2016).

  • Senior Subordinated Note Indenture means the Indenture dated as of May 12, 2009, between the Company and U.S. Bank National Association, as trustee, in respect of the 2020 Senior Subordinated Notes and the 2023 Senior Subordinated Notes, as supplemented and amended from time to time.

  • 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.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

  • Subordinated Note Indenture means the Indenture dated as of the Closing Date, among the Borrower, the guarantors party thereto and The Bank of New York, as trustee, pursuant to which the Subordinated Notes are issued, as the same may be amended, supplemented or otherwise modified from time to time to the extent permitted by Section 10.7(b).

  • Senior Subordinated Notes Indenture means the Indenture, dated as of July 17, 2012, under which the Senior Subordinated Notes were issued, among the Borrower and the Restricted Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

  • Subordinated Securities means Securities that by the terms established pursuant to Subsection 2.3(9) are subordinated in right of payment to Senior Indebtedness of the Issuer.

  • Subordinated Note Amount has the meaning set forth in the Recitals.

  • Senior Subordinated Indenture means the Indenture dated as of October 15, 1997 between the Company and State Street Bank and Trust Company, as trustee, as from time to time amended, restated, supplemented or otherwise modified.

  • Existing Senior Secured Notes means the Borrower’s $800,000,000 8.500% Senior Secured Notes due 2019, issued pursuant to the Existing Senior Secured Notes Indenture.

  • Initial Note A-8 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

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

  • Senior Secured Notes means the $1,875 million aggregate principal amount of 7.375% Senior Secured Notes due 2023 of the Borrower including, as the same may be amended, supplemented, waived or otherwise modified from time to time, including any senior secured exchange notes issued in lieu thereof.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Senior Secured Note Indenture means the Indenture dated as of November 5, 2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time;

  • Subordinated Shareholder Funding means, collectively, any funds provided to the Issuer by any Parent, any Affiliate of any Parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

  • 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.

  • Initial Note A-4 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Subordinated Debentures means the debentures exchangeable by the Company for the Preferred Stock in accordance with the Certificate of Designations therefor.