Senior Secured Convertible Notes Sample Clauses

Senior Secured Convertible Notes. Issuer: LivePerson, Inc., a Delaware corporation (the “Issuer”).
Sample 1
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Senior Secured Convertible Notes. The Borrowers have authorized the issuance to the Lenders of senior secured convertible notes in the aggregate principal amount of $33,000,000, to be dated the date of issue thereof, to mature March 17, 2013, to bear interest as provided in Section 2.2 below and to be in the form of Exhibit A hereto (the “Notes”). The Borrowers shall repay the outstanding principal balance of the Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3 or otherwise in accordance with the terms and provisions of the Notes. The term “Notes” as used herein shall include each such senior secured convertible note delivered pursuant to any provision of this Agreement and each such senior secured convertible note delivered in substitution or exchange for, or otherwise in respect of, any other Note pursuant to any such provision. A portion of the principal amount of the Notes was previously advanced to the Principal Borrower by the Lenders under the Original Financing Agreement and evidenced by the Original Notes. The Borrowers acknowledge and agree that, as of the First Restated Closing Date, immediately prior to giving effect to the transactions contemplated by this Agreement, the outstanding principal balance of the Original Notes is $19,357,527.50. Subject to the terms and conditions set forth in this Agreement, the entire outstanding principal balance of the Original Notes shall be deemed to be part of the outstanding principal balance of the Notes issued under this Agreement, without constituting a novation, upon surrender of the Original Notes to the Principal Borrower as partial consideration for the issuance of the Notes pursuant to this Agreement, as further described in Section 3.1.
Sample 1
Senior Secured Convertible Notes. The Company shall have received the Redemption Agreement duly executed by the holders of the Company’s Senior Secured Convertible Notes.
Sample 1
Senior Secured Convertible Notes. Ladies and Gentlemen: We refer you to that certain Sales, Marketing, Distribution and Product Integration Agreement (the “Agreement”), by and between you and us, dated as of June 13, 2005, pursuant to which the parties will enter into a relationship involving, among other things, the sales, marketing, distribution, product integration, service, and support associated with Table Game Systems, Smart Tables, Table Game Bonusing, RFID and Card Recognition, and shared reporting and analysis and to the Term Sheet attached hereto as Annex A (the “Term Sheet”). We are pleased to confirm that we are willing to enter into the Agreement subject to the execution of this letter agreement. It is hereby acknowledged and agreed that (i) our option to acquire up to $40 million of the senior secured convertible notes (the “Notes”) and the terms thereof is more fully set forth in the Term Sheet, (ii) the terms and conditions set forth in the Term Sheet are intended to be binding on the parties, (iii) the parties will enter into definitive agreements as soon as practicable after the date hereof, (iv) in connection with the definitive agreements the parties will negotiate in good faith any terms and conditions not specifically set forth in the Term Sheet, and (v) each party will perform any further acts and execute and deliver any documents that may be reasonably necessary to effectuate the provisions of this letter agreement (including the Term Sheet). In addition, subject to obtaining consents or waivers (if any) required under Section 2.15 of your existing credit facility with Capital Source and, in the event that the Senior Notes are redeemed in part (and not in whole), under your Senior Note Indenture, you further represent and agree that our option to acquire the Notes is not subject to (and will not be subject to in the case of the new credit facility to be entered into with Capital Source) any consent, approval or right to provide such Notes held by any third party pursuant to any contract of Mikohn Gaming Corporation and its subsidiaries. You hereby agree to use commercially reasonable efforts to obtain any and all consents and waivers required to issue and sell to us the Notes. If any legal action or any arbitration or other proceeding is brought for the enforcement of this letter agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this letter agreement, the successful or prevailing party shall be enti...
Sample 1
Senior Secured Convertible Notes. This Term Sheet further describes the terms of the convertible security referred to in the letter agreement dated June 13, 2005 between International Game Technology (“IGT”) and Mikohn Gaming Corporation, d/b/a Progressive Gaming International Corporation (“PGIC”). The parties hereto agree that this term sheet sets forth the terms and conditions to be used to the definitive agreements for the convertible security described herein. Note Purchase Agreement PGIC and IGT will enter into a Note Purchase Agreement (whereby IGT will have the option to purchase the Notes as described below) as well as certain documents ancillary thereto. Notes Up to $40 million principal amount of PGIC’s 6% Senior Secured Convertible Notes. Issue Date PGIC will notify IGT no later than February 28, 2006 that IGT may exercise its option to acquire the Notes. Within 5 business days of the earlier of IGT’s receipt of such notice or February 28, 2006, IGT will have the option to purchase up to $40 million principal amount of the Notes, such purchase to be effected no later than 35 days after PGIC’s receipt of IGT’s notice that it will exercise such option. Ranking The Notes will be PGIC’s senior subordinated secured obligations, subordinated in right of payment with all of PGIC’s existing and future credit facilities, and senior in right of payment with all existing and future subordinated indebtedness. PGIC and its subsidiaries will not incur or maintain credit facilities indebtedness at any time in an aggregate amount exceeding the greater of (i) $75 million and (ii) 20% of the market capitalization of PGIC at such time. Use of Proceeds PGIC will use the net proceeds of the Notes together with other available cash to repay in full on the Issue Date all of PGIC’s outstanding 11.875% Senior Secured Notes due 2008 (the “Existing Senior Notes”) issued pursuant to the Indenture dated as of August 22, 2001 (the “Existing Indenture”). All guaranties of and liens securing the Existing Senior Notes shall be released on the Issue Date. Maturity 6 years after the Issue Date, and payable only in cash, unless earlier converted or repurchased. Interest 6.0% per annum, payable semiannually in arrears, commencing on the six month anniversary of the Issue Date and each six month anniversary thereafter and on the Maturity Date or any redemption date, calculated on the basis of a 360-day year and the actual number of days elapsed. Guaranties The Notes will be fully and unconditionally guaranteed by PG...
Sample 1

Related to Senior Secured Convertible Notes

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

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