Direct Purchase Notes definition

Direct Purchase Notes has the meaning set forth in the Recitals hereto.
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Direct Purchase Notes means $150,000,000 in aggregate initial principal amount of Class A-3 Notes, $400,000,000 in aggregate initial principal amount of Class A-4 Notes, $100,000,000 in aggregate initial principal amount of Class A-5 Notes and $50,000,000 in aggregate initial principal amount of Class B Notes to be sold to the Direct Purchaser under the Note Purchase Agreement.
Sample 1
Direct Purchase Notes means the Subordinated Notes, which will be placed directly by the Issuer on or about the Closing Date, and “Subject Notes” means the Notes other than the Direct Purchase Notes. DBSI (as defined below) is not acting as initial purchaser or placement agent for the Direct Purchase Notes. The Issuer proposes to sell to Deutsche Bank Securities Inc. (“DBSI”) the Subject Notes (DBSI, as the initial purchaser of the Subject Notes, being referred to herein as the “Initial Purchaser”) in the aggregate principal amounts and at the purchase price percentages set forth in Schedule I attached to this note purchase agreement (this “Agreement”). The Issuer has been advised by the Initial Purchaser that the Initial Purchaser proposes to resell the Subject Notes subject to the terms and conditions set forth herein. DBSI is additionally acting as Sole Structuring Advisor, Lead Left Arranger and Bookrunner for the offering of the Subject Notes. The Notes will be issued pursuant to an Indenture, dated as of January 25, 2022 (as the same may be supplemented or otherwise modified from time to time, the “Indenture”), by and between the Issuer and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Issued Notes will be secured by certain assets and rights and proceeds thereof pledged by the Issuer to the Trustee (for and on behalf of the Secured Parties) under the Indenture (collectively, the “Collateral”). The Notes will be offered and sold without being registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. In connection with the offer and sale of the Notes, the Issuer has prepared and delivered to the Initial Purchaser, for delivery to prospective investors in the Notes, (a)(i) a first preliminary offering circular dated December 17, 2021 and (ii) a second preliminary offering circular dated January 13, 2022 (such preliminary offering circulars, collectively, including all amendments or supplements thereto, or revisions thereof, and any accompanying exhibits, collectively, the “Preliminary Offering Memoranda” and, each, a “Preliminary Offering Circular”), and (b) a final offering circular dated January 21, 2022 (such final offering circular, including all amendments or supplements thereto, or revisions thereof, and any accompanying exhibits, collectively, the “Final Offering Circular”), describing, among other things, the terms of the Notes, the Indenture, the Assets, the Issuer, the offering of the ...
Sample 1

Examples of Direct Purchase Notes in a sentence

  • Direct Purchase Notes shall be sold to the Direct Purchaser pursuant to the terms of a Loan Agreement.

  • If the Designated Representative determines that the Notes of a series are to be sold by private placement, the Designated Representative shall solicit proposals to purchase the Direct Purchase Notes and to select the Direct Purchaser that submits the proposal that is in the best interest of the City.

  • As of the Closing Time, the Depositor will sell the Certificates and the Direct Purchase Notes to Pass Holding and Pass Holding will have purchased the Certificates and the Direct Purchase Notes pursuant to the Purchase Agreement.

  • At no time shall the City permit the sum of (i) the aggregate principal amount of all outstanding Commercial Paper Notes plus the amount of interest to accrue thereon to maturity, plus (ii) the aggregate outstanding principal amount of all Loans, plus (iii) the aggregate outstanding principal amount of all Direct Purchase Notes purchased by the Bank pursuant to the JPMorgan Note Purchase Agreement, to exceed the Commitment from time to time in effect.

  • The Notes are issued as Direct Purchase Notes under the Ordinance and, pursuant to the Ordinance and the Master Ordinance, the principal of and interest on the Notes are payable from and secured by a lien on and pledge of the Pledged Revenues, subordinate solely to the lien on and pledge of the Pledged Revenues securing the Prior Lien Obligations and otherwise subject to the terms and conditions of the Master Ordinance and the Ordinance.

  • For use as described in Section 9 hereof, City will, prior to the time that it intends to issue Direct Purchase Notes, deliver to the Agent the Direct Purchase Notes to be issued, bearing the manual or facsimile signatures of the requisite number of Authorized City Representatives with all terms included (including principal amount, payee, date of issue, maturity date and interest rate).

  • Notwithstanding anything herein to the contrary, in no event shall, at any time, the sum of (i) the aggregate principal amount of all outstanding Commercial Paper Notes plus the amount of interest to accrue thereon to maturity, plus (ii) the aggregate outstanding principal amount of all Loans, plus (iii) the aggregate outstanding principal amount of all Direct Purchase Notes purchased by the Bank pursuant to the JPMorgan Note Purchase Agreement, exceed the Commitment from time to time in effect.

  • The Direct Purchase Notes shall be in the form set forth in Exhibit B to the Note Ordinance, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by the Note Ordinance and approved by an Authorized City Representative.

  • Subject to the provisions of Section 4.21 hereof, the Bank acknowledges that Section 2.09 of the Ordinance expresses the Issuer’s intent to pay the principal of the Direct Purchase Notes from the issuance of Notes or other obligations of the Issuer, and that the Issuer will not set System rates sufficient to pay the principal of the Direct Purchase Notes on their stated Maturity Date.

  • Notwithstanding the provisions of Section 9 hereof, the Agent shall not authenticate and deliver Direct Purchase Notes unless it has received the certifications of City in the form required by Section 5(c) of the Note Ordinance and the Instructions are otherwise in conformity with the requirements of the Note Ordinance.


More Definitions of Direct Purchase Notes

Direct Purchase Notes means any Note or Notes held by a Direct Purchaser pursuant to a Direct Purchase Agreement for the duration of the applicable Direct Purchase Period.
Sample 1
Direct Purchase Notes means the $250,000,000 in aggregate initial principal amount of Class A-3 Notes to be sold to the Direct Purchasers under the Class A Note Purchase Agreements.
Sample 1

Related to Direct Purchase Notes

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Purchase Notice has the meaning set forth in Section 1.2.

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider specifying a Mandatory Purchase Date.

  • Redemption Call Purchase Price has the meaning provided in Section 1.4;

  • Old Notes shall have the meaning set forth in the preamble hereto.

  • Common Depositary Notes means Notes that are deposited with a Common Depositary and that will clear and settle through the systems operated by Euroclear, Clearstream and/or any such other applicable clearing system other than DTC.

  • Repurchase Notice has the meaning set forth in Section 8.6(a).

  • DTC Notes means the Notes cleared, settled and maintained on the DTC System, registered in the name of a nominee of DTC and substantially in the form of Exhibit B hereto. The Notes will be DTC Notes at issuance.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Final Purchase Date means the final date on which a purchase and sale of Loans and their Related Security is completed pursuant to the terms of the Mortgage Sale Agreement;

  • Redemption Notes means unsecured subordinated promissory notes of the Trust having a maturity date to be determined at the time of issuance by the Trustee (provided that in no event shall the maturity date be set at a date subsequent to the first Business Day following the fifth anniversary of the date of issuance of such note), bearing interest from the date of issue at a market rate of interest determined at the time of issuance by the Trustee, payable for each month during the term on the 15th day of each subsequent month with all principal being due on maturity, such promissory notes to provide that the Trust shall at any time be allowed to prepay all or any part of the outstanding principal without notice or bonus.

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;

  • 2016 Notes means the aggregate principal amount of US$460,000,000 of 4.25% Convertible Senior Notes Due 2016 issued pursuant to the 2016 Note Indenture.

  • Accelerated Purchase Notice means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Defaulted Note Purchase Date shall have the meaning assigned to such term in Section 12.

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Series 2019 Bonds means, collectively, the Series 2019A Bonds and the Series 2019B Bonds.

  • Redemption Account means, in respect of ETP Securities, a bank account to receive payments in the Relevant Currency of the Optional Redemption Amount in respect of the redemption of such ETP Securities, which account shall be:

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Certificated Notes means permanent certificated Notes in registered form issued in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.

  • MAC Notes The Classes of Modifiable And Combinable STACR® Notes shown on