Senior Security Sample Clauses

Senior Security. Borrower shall not have outstanding more than one class of Senior Security representing indebtedness, within the meaning of Section 18(c) of the Investment Company Act.
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Senior Security. The Company hereby represents and warrants that except with respect to the senior and junior Baha Mar project lenders in the aggregate principal amount of $106,375,000 as of the date hereof, as may be increased or extended from time to time (the “Senior Indebtedness”), there is no currently outstanding indebtedness of the Company that provides that it is, or will be, senior to this Note. The Company agrees not to incur, during the period this Note remains outstanding, any indebtedness for borrowed money, except any extension, refinancing or additional indebtedness under the Senior Indebtedness or additional Notes on the same terms herein in the aggregate principal amount of US$15,000,000, that is senior or pari passu to this Note (other than trade payables) without the prior written consent of Investor, which shall not be unreasonably withheld or delayed. THE COMPANY has caused this Note to be issued as of the date first written above. OCEAN THERMAL ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Executive Officer Address: 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 INVESTOR: (If an entity): [name] By: [signature] Name (print): [name] Title (if an entity): [title] EXHIBIT A CONVERSION NOTICE NAME OF INVESTOR: __________________________ ADDRESS: _____________________________________ Date: ________________ Ocean Thermal Energy Corporation Attn: Chief Executive Officer 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 CONVERSION NOTICE The above-captioned Investor hereby gives notice to Ocean Thermal Energy Corporation, a Delaware corporation (the “Company”), pursuant to that certain Secured Convertible Promissory Note held by the investor (the “Note”), that the Investor elects to convert the balance set forth below into fully-paid and nonassessable shares of Common Stock of the Company as of the date of conversion specified below. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.
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Senior Security. The Company shall provide written notice (a “Company Senior Security Notice”) to the Purchaser at least twenty (20) business days prior to its issuance of equity capital stock of the Company with rights and preferences senior to the Common Stock (a “Senior Security”) that is to be issued prior to the twelve (12) month anniversary of the Closing Date (a “Senior Security Issuance”). The Senior Security Notice must contain all material details concerning the Senior Security Issuance and the Senior Security, including but not limited to the aggregate offering amount, the terms of the Senior Security, the price per share of the Senior Security and the timing for the Senior Security Issuance. Concurrent with the first closing of the Senior Security Issuance, the Purchaser shall have the right to exchange some or all of Shares, in an amount to be determined in the sole and absolute discretion of the Purchaser (the “Exchanged Shares”), for shares of the Senior Security at a conversion rate equal to (i) the number of Exchanged Shares multiplied by the Purchase Price, divided by (ii) the lowest price per share of the Senior Security paid or deemed paid by investors in the Senior Security Issuance (a “Senior Security Exchange”). To the extent that the Purchaser elects to participate in a Senior Security Exchange, it must, within ten (10) business days of receipt of the Senior Security Notice provide written notice to the Company of such election, which notice shall include the number of Exchanged Shares. To the extent a Senior Security Issuance or a Senior Security Exchange requires Company stockholder approval pursuant to Law, a Governmental Authority or the applicable National Exchange, the Company shall obtain such approval before either of the Senior Security Issuance or the Senior Security Exchange occurs.
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Senior Security. Document Executed By Date 1 Guarantee and Debenture in favour of the Agent as amended by a Parent 1.11.1995 Supplemental Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 2 Guarantee and Debenture in favour of the Agent as amended by a HLSL 21.11.1995 Supplemental Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 3 Guarantee in favour of the Agent as amended by a HLS Supplemental Deed HLS 21.11.1995 dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 4 Security Agreement in favour of the Agent as amended by a Supplemental HLS 21.11.1995 Deed dated 20 January 1998 and a Supplemental Deed dated 26 February 1998 5 Mortgage in favour of the Agent over the New Jersey Property as amended HLS 16.01.1998 by a Supplemental Deed dated 26 February 1998 6 Equipment Mortgage in favour of the Agent HLSL 20.04.1998
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Senior Security. A Senior Security is any new Partnership Security issued by the Partnership that is senior to the General Partner, Class A, Class B, Class C or Class D Units with respect to right and timing of payment. A new Partnership Security shall not be considered a Senior Security solely as a result of it being issued at a different price or with allocation or distribution participation percentage rights as to specific assets or income streams that are different than the rights of the Units authorized as of the Second Restatement Date.
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Senior Security. Any sale of the Specified Shares to the Junior Creditors or any nominee or trustee on their behalf shall be on terms that the Specified Shares shall remain subject to the security created by the Senior Share Mortgages.
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Related to Senior Security

  • Defaults Upon Senior Securities Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) Trustee 5 Submission of Matters to a Vote of Security Holders Information from Item 4 of Part II of Form 10-Q Party submitting the matter to Holders for vote 6 Significant Obligors of Pool Assets Item 1112(b) –Significant Obligor Financial Information* N/A *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. 7 Significant Enhancement Provider Information Item 1114(b)(2) – Credit Enhancement Provider Financial Information* Determining applicable disclosure threshold Obtaining required financial information or effecting incorporation by reference Depositor Item 1115(b) – Derivative Counterparty Financial Information* Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. 8 Other Information Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported The Responsible Party for the applicable Form 8-K item as indicated below 9 Exhibits Distribution report Trustee Exhibits required by Item 601 of Regulation S-K, such as material agreements Depositor 8-K Must be filed within four business days of an event reportable on Form 8-K.

  • Senior Subordinated Notes The subordination provisions contained in the Senior Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable against the Borrower and the holders of the Senior Subordinated Notes, and all Obligations are within the definition of "Senior Debt" included in such subordination provisions.

  • Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of April 24, 2002, between the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the "Registration Rights Agreement").

  • Default on Senior Indebtedness The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

  • Securities Subordinate to Senior Indebtedness The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

  • Subrogation to Rights of Holders of Senior Indebtedness Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium if any) and interest (including Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

  • Prior Securities Transactions No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.

  • Restrictions on Indebtedness The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:

  • Rights of the Trustee; Holders of Senior Indebtedness The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XV, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article VI of this Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to Securityholders, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6.

  • 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.

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