Effective Discharge definition
Effective Discharge means, with respect to the Existing Convertible Notes, that (i) the Administrative Borrower shall have irrevocably deposited with the trustee of the Senior Unsecured Notes, for the benefit of the holders of the Existing Convertible Notes, cash in an amount equal to the sum of all remaining interest and principal payments due on the Existing Convertible Notes (together with the “Conversion Consideration” (as defined in the Senior Unsecured Notes Agreement) due in respect of each conversion of Existing Convertible Notes that has not been fully settled as of the time of such deposit) and shall have irrevocably directed the trustee of the Senior Unsecured Notes to make such payments to the holders of the Existing Convertible Notes as the same becomes due in accordance with the Senior Unsecured Notes Agreement (provided, however, that such deposit may be subject to arrangements whereby any cash amounts not necessary to pay amounts due on the Existing Convertible Notes as they become due may be returned to the Administrative Borrower after none of the Existing Convertible Notes remain outstanding); (ii) the Administrative Borrower shall have paid all other amounts due under the Senior Unsecured Notes Agreement; (iii) the Administrative Borrower shall have irrevocably elected, pursuant to Section 9.01(i) of the Senior Unsecured Notes Agreement, that the “Settlement Method” applicable to all subsequent conversions of the Existing Convertible Notes shall be either “Physical Settlement” or “Combination Settlement” with a “Specified Dollar Amount” (as such terms are defined in the Senior Unsecured Notes Agreement) of no more than $1,000 per $1,000 principal amount of Existing Convertible Notes; and (iv) the Administrative Borrower shall have delivered to the trustee of the Senior Secured Notes an Officers’ Certificate (as defined in the Senior Secured Notes Indenture) to the effect that clauses (i) through (iii) above have been satisfied and an Opinion of Counsel (as defined in the Senior Secured Notes Indenture) to the effect that the conditions precedent to the Existing Convertible Notes being Effectively Discharged have been satisfied.
Effective Discharge means, with respect to the Notes, that (i) the Company shall have irrevocably deposited with the Trustee, for the benefit of the Holders of the Notes, cash in an amount equal to the sum of all remaining interest (assuming interest will be paid via Cash Interest) and principal payments due on the Notes and shall have irrevocably directed the Trustee and Paying Agent to make such payments to the Holders of the Notes as the same becomes due in accordance with this Indenture; (ii) the Company shall have paid all other amounts due under this Indenture; (iii) the Company shall have irrevocably elected that the Settlement Method applicable to all subsequent conversions of the Notes shall be either Physical Settlement or Combination Settlement with a Specified Dollar Amount of no more than $1,000 per $1,000 principal amount of Notes; and (iv) the Company shall have obtained the Requisite Stockholder Approval (if applicable) and shall not otherwise be restricted ((A) whether by the terms of the Notes, the Company’s organizational documents, any applicable law, rule or regulation or otherwise and (B) at the time of such Effective Discharge and at all times thereafter) from settling any conversion obligation in accordance with the Settlement Method described in clause (iii) above.
Effective Discharge means, with respect to the Notes, that (i) the Company shall have irrevocably deposited with the Trustee, for the benefit of the Holders of the Notes, cash in an amount equal to the sum of all remaining interest (assuming interest will be paid via Cash Interest) and principal payments due on the Notes and shall have irrevocably directed the Trustee and Paying Agent to make such payments to the Holders of the Notes as the same becomes due in accordance with this Indenture; (ii) the Company shall have paid all other amounts due under this Indenture; (iii) the Company shall have irrevocably elected that the Settlement Method applicable to all subsequent conversions of the Notes shall be either Physical Settlement or Combination Settlement with a Specified Dollar Amount of no more than $1,000 per $1,000 principal amount of Notes; and (iv) the Company shall have obtained the Requisite Stockholder Approval (if applicable) and shall not otherwise be restricted ((A) whether by the terms of the Notes, the Company's organizational documents, any applicable law, rule or regulation or otherwise and (B) at the time of such Effective Discharge and at all times thereafter) from settling any conversion obligation in accordance with the Settlement Method described in clause (iii) above.
Examples of Effective Discharge in a sentence
NOTE: Failure to comply with the above will result in Immediate and Effective Discharge.
Rubin 1995 Regulated Streamflow, Fine-Grained Deposits, and Effective Discharge in Canyons with Abundant Debris Fans, in Costa, J.E., Miller, A.J., Potter, K.W., and Wilcock, P.R., eds., Natural and Anthropogenic Influences in Fluvial Geomorphology: American Geophysical Union Geophysical Monograph 89, p.
If the Company completes an Effective Discharge, then (i) the first priority liens on the Collateral will be automatically released with respect to the Notes and the Guarantees pursuant to Section 18.02, and (ii) the covenants contained in Section 4.10 through Section 4.12 shall cease to be of further effect.