Concurrent Financing Transactions definition

Concurrent Financing Transactions means (1) the issuance to GM of the GM Notes in lieu of certain guaranteed payments due to GM during the period from 2003 to 2006 under XM's Distribution Agreement with GM (the "Distribution Agreement"), (2) the amendment of the Distribution Agreement to provide for, among other things, the issuance of the GM Notes and the payment of up to $35,000,000 in subscriber bounty payments payable to GM in the form of Class A Common Stock, (3) the issuance of XM's 14% Senior Secured Discount Notes due 2009, warrants to purchase Class A Common Stock (the "Exchange Warrants") and cash in exchange for some or all of XM's outstanding 14% Senior Secured Notes due 2010, (4) entering into a $100,000,000 Senior Secured Credit Facility with GM (the "GM Credit Facility") to finance certain revenue share payments owed to GM under the Distribution Agreement or other amounts which may be owed to GM, (5) the issuance of the GM Warrant, (6) the issuance and sale, on or before the closing of the transactions described in this definition, to the extent determined to be desirable by the Company, or after the closing, to the extent contemplated by the letter agreement between the Company and BayStar Group, of Class A Common Stock, with or without warrants to purchase Class A Common Stock, in accordance with Section 4(2) of the Securities Act or pursuant to the Company's effective shelf registration statement under the Securities Act, including the proposed sale of 5,555,556 shares of Class A Common Stock and the issuance of a warrant to purchase 900,000 shares of Class A Common Stock, (7) the issuance of the New Notes, and (8) the execution, delivery and performance of all agreements, documents and instruments, including this Agreement, evidencing the transactions described in clauses (1) through (7) of this definition, and all arrangements contemplated thereby.
Sample 1Sample 2
Concurrent Financing Transactions means (1) the issuance to General Motors Corporation or Affiliates thereof (collectively, "GM") of the Company's and Holdings'Series GM Senior Secured Convertible Notes due 0000 (xxx "XX Notes") in the principal amount of $89,042,387 in lieu of certain guaranteed payments due to GM during the period from 2003 to 2006 under the Company's Distribution Agreement with GM (the "Distribution Agreement"), (2) the amendment of the Distribution Agreement to provide for, among other things, the issuance of the GM Notes and the payment of up to $35,000,000 in subscriber acquisition payments in the form of Class A Common Stock of Holdings (the "Class A Common Stock"), (3) the issuance of the Company's and Holdings'10% Senior Secured Convertible Discount Notes due 2009 and common stock to certain investors, (4) the Company's and Holdings'entering into a $100,000,000 Senior Secured Credit Facility with GM to finance certain revenue share payments owed to GM under the Distribution Agreement or other amounts which may be owing from time to time to GM, (5) the issuance of a warrant to GM to purchase 10,000,000 shares of Class A Common Stock, (6) the issuance and sale on or before the date hereof, to the extent determined to be desirable by Holdings, of Class A Common Stock in accordance with Section 4(2) of the Securities Act or pursuant to a registration statement under the Securities Act, or warrants to purchase Class A Common Stock, and (7) execution, delivery and performance of all agreements, documents and instruments evidencing the transactions described in clauses (1) through (6) above and all arrangements contemplated thereby, including a noteholder agreement and shareholder agreement, a registration rights agreement and a voting agreement.
Sample 1
Concurrent Financing Transactions means the issuance and sale by the Company of: (a) $850 million principal amount of the 3.25% Convertible Senior Debentures due 2035, plus up to an additional $127.5 million in aggregate principal amount issuable upon exercise of the underwriters’ overallotment option, (b) up to 12,825,000 shares of its common stock plus up to an additional 1,923,750 shares issuable upon exercise of the underwriters’ overallotment option and (c) the Notes and the 2013 Notes issued on the Issue Date.
Sample 1

Examples of Concurrent Financing Transactions in a sentence

  • The Notes shall rank equal to all Indebtedness incurred by the Obligors pursuant to the Concurrent Financing Transactions and all Indebtedness of the Company under the Prior Indenture.

  • The Parties agree that notwithstanding anything else to the contrary set forth herein, the covenants set forth in Sections 7.5 and 7.7 hereof shall not restrict Holdings from complying with its letter agreement with BayStar Group included in the Concurrent Financing Transactions.

  • Notwithstanding the foregoing, neither the Concurrent Financing Transactions nor a Parent Company Merger shall constitute a Change of Control.

  • The Parties agree that notwithstanding anything else to the contrary set forth herein, the covenants set forth in Sections 8.1 and 8.3 of the Noteholders Agreement shall not restrict Holdings from complying with its letter agreement with BayStar Group included in the Concurrent Financing Transactions.

  • Addition of Subsidiary Guarantors If at any time a Subsidiary of XM Guarantees any Indebtedness represented by clauses (1) and (3) of the definition of Concurrent Financing Transactions, XM will promptly cause such Subsidiary to become a Subsidiary Guarantor.

  • If at any time a Subsidiary of the Holdings guarantees any Indebtedness represented by clauses (1) and (3) of the definition of "Concurrent Financing Transactions", Holdings promptly shall cause such Subsidiary to issue an Agreement Guarantee by causing such Subsidiary to execute and deliver to the Lender an Agreement Guarantee substantially in the form of Exhibit F hereto.

  • The Obligations shall rank equal to all Indebtedness incurred pursuant to the Concurrent Financing Transactions and all Indebtedness under the Prior Indenture.

  • Except as disclosed on Schedule 4.21, there are no fees or payments to be made by either Obligor to bankers, brokers or agents with regard to the issue and delivery of the Notes or the transactions contemplated by the Concurrent Financing Transactions.

  • This Agreement and all of the parties' rights and obligations hereunder shall terminate on the first to occur of (a) the date on which the Concurrent Financing Transactions are validly terminated pursuant to the terms of the definitive documents evidencing them, or (b) the date on which the last Meeting held to consider the Proposed Charter Amendment or the Concurrent Financing Transactions has been convened and adjourned, or (c) March 31, 2003 (such earliest date, the "Expiration Date").

  • The right to exercise this Warrant shall vest upon the closing of the proposed Concurrent Financing Transactions, as described in the Company's Current Report on Form 8-K dated December 23, 2002 (the "Effective Date").


More Definitions of Concurrent Financing Transactions

Concurrent Financing Transactions means (1) the issuance to GM of the GM Note in lieu of certain guaranteed payments due to GM during the period from 2003 to 2006 under XM's Distribution Agreement with GM (the "Distribution Agreement"), (2) the amendment of the Distribution Agreement to provide for, among other things, the issuance of the GM Note and the payment of up to $35,000,000 in subscriber bounty payments payable to GM in the form of Class A Common Stock, (3) the issuance of XM's 14% Senior Secured Discount Notes due 2009, warrants to purchase Class A Common Stock (the "Exchange Warrants") and cash in exchange for some or all of XM's outstanding 14% Senior Secured Notes due 2010, (4) entering into a $100,000,000 Senior Secured Credit Facility with GM (the "GM Credit Facility") to finance certain revenue share payments owed to GM under the Distribution Agreement or other amounts which may be owed to GM, (5) the issuance of the GM Warrant, (6) the issuance and sale, on or before the closing of the transactions described in this definition, to the extent determined to be desirable by the Company, or after the closing, to the extent contemplated by the letter agreement between the Company and BayStar Group, of Class A Common Stock, with or without warrants to purchase Class A Common Stock, in accordance with Section 4(2) of the Securities Act or pursuant to the Company's effective shelf registration statement under the Securities Act, including the proposed sale of 5,555,556 shares of Class A Common Stock and the issuance of a warrant to purchase 900,000 shares of Class A Common Stock, (7) the issuance of the New Notes, and (8) the execution, delivery and performance of all agreements, documents and instruments, including this Agreement, evidencing the transactions described in clauses (1) through (7) of this definition, and all arrangements contemplated thereby.
Sample 1
Concurrent Financing Transactions means (1) the issuance to General Motors Corporation or affiliates thereof (collectively, “GM”) of XM’s and Holdings’ Series GM Senior Secured Convertible Notes due 2009 (the “GM Notes”) in the principal amount of $89,042,387 in lieu of certain guaranteed payments due to GM during the period from 2003 to 2006 under XM’s Distribution Agreement with GM (the “Distribution Agreement”), (2) the amendment of the Distribution Agreement to provide for, among other things, the issuance of the GM Notes and the payment of up to $35,000,000 in subscriber acquisition payments in the form of Class A Common Stock of Holdings (the “Class A Common Stock”), (3) the issuance of XM’s and Holdings’ 10% Senior Secured Convertible Discount Notes due 2009 and common stock to certain investors, (4) XM’s and Holdings’ entering into a $100,000,000 Senior Secured Credit Facility with GM to finance certain revenue share payments owed to GM under the Distribution Agreement or other amounts which may be owing from time to time to GM, (5) the issuance of a warrant to GM to purchase 10,000,000 shares of Class A Common Stock, (6) the issuance and sale on or before the date hereof, to the extent determined to be desirable by Holdings, of Class A Common Stock, in accordance with Section 4(2) of the Securities Act or pursuant to a registration statement under the Securities Act, or warrants to purchase Class A Common Stock, and (7) execution, delivery and performance of all agreements, documents and instruments evidencing the transactions described in clauses (1) through (6) above and all arrangements contemplated thereby, including a noteholder agreement and shareholder agreement, a registration rights agreement and a voting agreement.
Sample 1
Concurrent Financing Transactions means the Notes together with the concurrent offerings of 5,625,000 shares (plus up to 843,750 shares upon exercise of the underwriters’ over-allotment option) of common stock by the Company, 4.00% Convertible Subordinated Debentures due 2033 by the Company, and the Trust PIERS by Omnicare Capital Trust I, the refinancing of the Company’s existing credit facility with a new $750.0 million credit facility, and the use of proceeds therefrom as described under “Use of Proceeds.”
Sample 1
Concurrent Financing Transactions means the refinancing of the Company’s existing senior credit facility with the Credit Agreement, the tender offer for and consent solicitation with respect to the 6.750% Notes and the redemption or discharge, if any, of any 6.750% Notes that thereafter remain outstanding.
Sample 1

Related to Concurrent Financing Transactions

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Concurrent Financing means the various third party financing arrangements the Company is executing pursuant to the agreements described on Schedule 2.1(c)(i) (the “Concurrent Financing”) separate and apart from the transactions contemplated by this Agreement.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • New Financing has the meaning specified in Section 2.04(a).

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Exit Financing means the financing under the Exit Facility.

  • Bridge Financing means interim financing to cover Eligible Project Costs until DWSRF financing for the project is received from the State Water Board.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Securitization Assets (which may include a backup or precautionary grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person other than a Receivables Subsidiary.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.