2027 Convertible Notes definition

2027 Convertible Notes means the convertible notes purchased pursuant to the Investment Agreement, including this Note, and any convertible note issued by the Company to certain of its existing institutional investors as contemplated by Section 5.18 of the Investment Agreement.

2027 Convertible Notes means the 0.25% unsecured notes of the Borrower due 2027 in an aggregate principal amount of $805,000,000 issued and sold on March 1, 2021, pursuant to the 2027 Indenture.

2027 Convertible Notes the notes issued pursuant to the 2027 Convertible Notes Indenture.

Examples of 2027 Convertible Notes in a sentence

• This Note will at all times rank pari passu without any preference amongst the 2027 Convertible Notes and if any payment is insufficient to discharge all the amounts then due and payable by the Company under the 2027 Convertible Notes, such payment shall be applied in and towards payment pro rata of (a) firstly, any Stub Period Interest and (b) secondly, the Principal Amount and Accrued Interest (calculated on a total amount of entitlement basis).

• The 2027 Convertible Notes mature on November 1, 2027, unless earlier converted or repurchased, and bear interest at a rate of 0.25% payable semi-annually on May 1 and November 1 of each year.

• Upon the receipt of any Redemption Notice from the Holder who has exercised its redemption right pursuant to Section 8(a) (the “Requesting Holder”), the Company shall promptly give written notice of the redemption request to each non-requesting holder of other 2027 Convertible Notes (the “Non-Requesting Holder(s)”) stating the existence of such request, the Redemption Date and the mechanics of the Redemption.

• Such communications must be sent (a) to the Company, at its principal executive offices and (b) to the Holder, at the Holder’s address at it appears in the register maintained by the Company for registration or transfer of the 2027 Convertible Notes (or at such other address for the Holder as shall be specified in a notice given in accordance with this Section 10).

• The Company and the Holder acknowledge that the Company has issued, is issuing or has agreed or proposes to issue convertible promissory notes on or around the date of the Investment Agreement comprising the 2027 Convertible Notes (as may be further divided and transferred from time to time subject to the restrictions set forth in the Investment Agreement).

More Definitions of 2027 Convertible Notes

2027 Convertible Notes means the 9.00% Senior Secured Convertible Notes due 2027. “2027 Convertible Notes Certificate” has the meaning given to it in Section 2.8(1). “2027 Convertible Notes Maturity Date” has the meaning given to it in Section 2.4.

2027 Convertible Notes means the 5.75% Convertible Senior Notes due 2027 of the Lead Borrower (together, as in effect on the Effective Date, the “Effective Date 2027 Convertible Notes”), issued pursuant to the 2027 Convertible Notes Indenture, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or increasing the amount loaned, whether under the same agreement or more than one agreement (in each case subject to compliance with Section 6.2.1) or altering the maturity thereof. Notwithstanding the foregoing, no instrument shall constitute a “2027 Convertible Note” for purposes of the foregoing definition (other than the Effective Date 2027 Convertible Notes) unless such instrument is designated to the Administrative Agent in writing by the Lead Borrower as constituting a “2027 Convertible Note.”

2027 Convertible Notes means the Borrower’s 19.5% Convertible Senior Secured Notes due 2027.

2027 Convertible Notes means those certain unsecured 1.75% convertible senior notes of the Issuer due February 15, 2027 issued pursuant to the 2027 Convertible Notes Indenture.

2027 Convertible Notes means the 3.75% Convertible Senior Notes due 2027, issued by Xxxxxxxx in the original aggregate principal amount of $125,000,000 pursuant to that certain Indenture, dated as of May 18, 2020, by and among Xxxxxxxx and U.S. Bank National Association, as trustee, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and hereof. “Accountants” shall have the meaning set forth in Section 9.7. “Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment. “Adjustment Date” shall have the meaning set forth in the definition of “Applicable Margin”. “Advances” shall mean and include the Revolving Advances, Swingline Loans, and Letters of Credit. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director, officer, manager, managing member or partner (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of Equity Interests, contract or otherwise. “Agent” shall have the meaning set forth in the preamble to this Agreement and shall include its successors and permitted assigns. “Agent Parties” shall have the meaning set forth in Section 15.23. “Agreement” shall mean this Loan and Security Agreement, as the same may be amended, restated, amended and restated, modified and/or supplemented from time to time. “Applicable Law” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Loan Document or contract in question, including all applicable common law and equitable principles; all provisions of all applicable state, federal and foreign constitutions, statutes, 2

2027 Convertible Notes means up to $287,500,000 in aggregate principal amount of Convertible Senior Notes due 2027 issued by Administrative Borrower pursuant to the 2027 Convertible Note Documents; provided that the 2027 Convertible Notes shall not (i) require any scheduled amortization payments of principal (it being understood, for the avoidance of doubt, that settlement of voluntary conversions of 2027 Convertible Notes or customary required repurchases of the 2027 Convertible Notes, in each case, pursuant to the terms of the 2027 Convertible Note Documents, shall not constitute scheduled amortization payments) prior to September 5, 2024, (ii) be subject to any covenant requiring the Administrative Borrower to comply with financial performance metrics, or (iii) contain an event of default that is triggered by the occurrence of a default under the terms of other indebtedness of the Administrative Borrower or its Subsidiaries, other than any event of default based upon a default under such other indebtedness (A) resulting in such other indebtedness becoming or being declared due and payable prior to its stated maturity or (B) constituting a failure to pay the principal of any such other indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise (it being understood, for the avoidance of doubt, that an event of default substantially consistent in all material respects with the event of default set forth under clause (7) in the section entitled “Events of Default” of the draft preliminary offering memorandum relating to the 2027 Convertible Notes provided to the Agent on [ ], 2020 shall be acceptable).

2027 Convertible Notes means the 3.75% Convertible Senior Notes due 2027, issued by Borrower in the original aggregate principal amount of $125,000,000 pursuant to that certain Indenture, dated as of May 18, 2020, by and among Borrower and U.S. Bank National Association, as trustee, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and hereof.