Closing Date Seller Notes definition

Closing Date Seller Notes means the “Promissory Notes” as defined in the Acquisition Agreement as in effect on the Closing Date, which Promissory Notes shall be subordinated to the Obligations in all respects, including in respect of payment, pursuant to the Subordination Agreement, and if so subordinated, such Closing Date Seller Notes shall constitute Subordinated Debt.
Sample 1
Closing Date Seller Notes means the “Promissory Notes” as defined in the Acquisition Agreement as in effect on the Closing Date, which Promissory Notes shall be subordinated to the Obligations in all respects, including in respect of payment, pursuant to the Subordination Agreement, and if so subordinated, such Closing Date Seller Notes shall constitute Subordinated Debt. “Closing Date Subordination Agreement” shall mean that certain Subordination Agreement, dated as of the Closing Date, by and among the Agent, for the Lenders, and the Creditors (as defined therein) with respect to the Closing Date Seller Notes. 3 KE 52826770.15
Sample 1

Examples of Closing Date Seller Notes in a sentence

  • Within five (5) days of the Required Lenders’ request following the acceleration by the Creditors (as defined in the Closing Date Subordination Agreement) of the Closing Date Seller Notes in accordance with the terms of the Closing Date Seller Notes (as in effect on the date hereof), the Borrower shall convert the obligations under the Closing Date Seller Notes into Equity Securities of the Borrower in accordance with the terms of the Closing Date Seller Notes (as in effect on the date hereof).

Related to Closing Date Seller Notes

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Closing Date means the date on which the Closing occurs.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).