Additional Exchange Notes definition

Additional Exchange Notes means Additional Notes issued under this Indenture and subject to the Guarantees that are secured by the Collateral pursuant to the Collateral Documents on a pari passu basis with the other Notes and Guarantees thereof issued under this Indenture, which Additional Notes are issued in exchange for Existing Convertible Notes outstanding on the date of this Indenture on terms no more advantageous to the holders of such Existing Convertible Notes than the terms under which Supporting Note Holders exchanged their Existing Convertible Notes in the Private Convertible Note Exchanges were to such Supporting Note Holders.
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Additional Exchange Notes means the additional Exchange Notes offered to Holders at a purchase price in cash equal to 100% of the principal amount of such Exchange Notes provided that the aggregate principal amount of such Exchange Notes shall not exceed the lesser of (i) $15,000,000 and (ii) the aggregate principal amount of the Unexchanged 14.25% Notes.
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Additional Exchange Notes has the meaning ascribed to such term in Recital B of the Fifth Amendment.
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Examples of Additional Exchange Notes in a sentence

  • The (i) Exchange Notes and the Trustee’s certificate of authentication and (ii) any Additional Exchange Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication shall each be substantially in the form set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture.

  • Notwithstanding the foregoing, the Company shall be permitted to issue additional Senior Secured Notes in exchange for Old Senior Notes and Additional Exchange Notes in exchange for Existing Convertible Notes outstanding on the date of this Indenture on substantially the same terms and conditions as the Secured Note Exchange Offer or the Private Convertible Notes Exchanges, as applicable, provided that such issuances shall not include the payment of any tender or consent fees.

  • Under U.S. federal income tax law, payments made in respect of Additional Exchange Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rate, currently 28%, specified in Section 3406(a)(1) of the Code (the “Specified Rate”).

  • Upon the consummation of the Exchange Offer with respect to the additional Series A Notes, the Additional Exchange Notes shall be issued pursuant to Section 2.06(f) of the Indenture solely in exchange for Additional Series A Notes, which shall be cancelled upon delivery of the Additional Exchange Notes to the Holders of the Additional Series A Notes.

  • The terms of the Additional Exchange Notes are identical in all respects to the corresponding Additional Senior Secured Notes, except that the Additional Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer and will not contain certain provisions providing for the payment of additional interest to the holders of the Additional Senior Secured Notes under certain circumstances relating to the Registration Rights Agreement.

  • In arbitration of legislation and practice, it is a very important issue.

  • In accordance with Section 6 of the Escrow Agreement, the undersigned hereby jointly instruct the Escrow Agent to release the Escrow Property to the Company and release the Additional Exchange Notes to Norwest Bank Minnesota, National Association, the trustee under the Indenture and the Additional Exchange Notes, as custodian for the Depository Trust Company.

  • Further, Uber contends that Officer Bowser testified as to not being aware of any agreements between Uber and the drivers who provided the transportation.

  • The Company and each of the Guarantors shall not, directly or indirectly, create, incur, assume or guarantee any Indebtedness secured by a Lien of any kind on any asset now owned or hereafter acquired that ranks equally with the Lien securing the Notes and the Guarantees, except for Liens securing Additional Exchange Notes (and Guarantees thereof).

  • The Initial Exchange Notes and the Additional Exchange Notes bear the same CUSIP number, are fungible with each other, and are treated as a single series of notes under the indenture.


More Definitions of Additional Exchange Notes

Additional Exchange Notes. Additional Notes," "Additional Offering," "Original Exchange Notes" and "Original Notes," in their entirety as follows:
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Additional Exchange Notes means Additional Notes issued under this Indenture that are Incurred under Section 4.03(b)(ii) in exchange for, or the net proceeds of which are used to refinance or replace, the 2021 Senior Secured Notes outstanding on the Issue Date after giving effect to the Notes Exchange.
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Additional Exchange Notes means the additional Exchange Notes offered to Holders at a purchase price in cash equal to 100% of the principal amount of such Exchange Notes provided that the aggregate principal amount of such Exchange Notes shall not exceed the lesser of
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Additional Exchange Notes have the meaning specified in the recitals.
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Additional Exchange Notes has the meaning specified in the recitals of this Indenture.
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Related to Additional Exchange Notes

  • Additional Securities means such Securities which have been deposited pursuant to Section 2.05 to effect an increase over the number of Units initially specified in the Reference Trust Agreement.

  • 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).

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B-1 Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B-1 Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

  • National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Exchange Act or any successor thereto.

  • Additional Secured Debt Designation means a notice in substantially the form of Exhibit A.

  • Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.

  • 2017 Notes means the aggregate principal amount of US$600,000,000 of 6.25% Guaranteed Senior Notes Due 2017 issued pursuant to the 2017 Note Indenture.

  • 2028 Notes means those 6.500% Senior Notes due 2028 issued by the Borrower in an aggregate principal amount of $400,000,000 pursuant to the 2028 Notes Documents.