Midco Loan Notes definition

Midco Loan Notes in respect of a Rollover Shareholder, the loan notes in the capital of Midco set out against that Rollover Shareholder’s name in column 3 of schedule 1; Offer Consideration: in respect of a Rollover Shareholder, the loan notes in the capital of Topco set out against the name of that Rollover Shareholder in column 4 of schedule 1; Option: the Put Option or the Call Option (as applicable in the context); Option Notice: a Put Notice or a Call Notice (as applicable in the context); Parties: the parties to this agreement;
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Midco Loan Notes means the loan notes issued at any time on or before the date hereof pursuant to and in accordance with the provisions of the Midco Loan Note Instrument;
Sample 1
Midco Loan Notes means the loan notes constituted by an instrument executed by Midco on the date of this Agreement and issued to the Holders, in the amounts set opposite the Holders' names in column C of Schedule 1 Topco's Solicitors means Xxxxxxxxx Xxxxxxx LLP Z Ordinary Shares means the Z ordinary shares of £0.05 each in the capital of Topco
Sample 1

Examples of Midco Loan Notes in a sentence

  • Each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and implementation by it of this agreement, of each document referred to in it and the sale and purchase of the Midco Loan Notes.

  • Each Joint Offeror has agreed to grant Topco an option to call for the sale of the relevant Midco Loan Notes to Topco on the terms of this agreement.

  • The presence of peat on the site indicates that surface water may be expected, in some areas, for much of the year.

  • Each Rollover Shareholder has agreed to grant Topco an option to call for the sale of the relevant Midco Loan Notes to Topco on the terms of this agreement.

  • Following the issue by UAE InvestorCo Midco of the UAE InvestorCo Midco Loan Notes, and conditional thereon, the relevant Scheme Shareholder shall transfer their UAE InvestorCo Midco Loan Notes to UAE InvestorCo Topco, and UAE InvestorCo Topco shall, in consideration for the UAE InvestorCo Midco Loan Notes, allot and issue to such Scheme Shareholder, UAE InvestorCo Topco Loan Notes in an aggregate nominal amount of 400 pence for each Scheme Share held by the Scheme Shareholder at the Scheme Record Time.

  • To the extent legally possible and subject to Agreed Security Principles customary for KKR infrastructure transactions, prior to the Pushdown Date the Kepler Midco Loan Notes will benefit from security consisting of a Jersey law security interest agreement granted by Aqueduct Topco Limited (“Kepler Topco”) in favour of the Borrower in respect of the shares Kepler Topco holds in Kepler Midco and any intercompany receivables owing to Kepler Topco from Kepler Midco (the “Kepler Topco Pledge”).

  • B Topco has agreed to grant each Rollover Shareholder an option to require Topco to buy the relevant Midco Loan Notes from such Rollover Shareholder on the terms of this agreement.

  • Where a Rollover Shareholder is required to sell the Midco Loan Notes, it shall do so with full title guarantee, free from all Encumbrances and together with all rights attaching to them to the intent that, from Completion, all rights and advantages accruing to those Midco Loan Notes shall belong to Topco.

  • Each Joint Offeror hereby waives any pre-emption rights they may have (whether pursuant to the articles of association of Topco or otherwise) in connection with the transfer of the Midco Loan Notes pursuant to the exercise and completion of either Option.

  • Where a Rollover Shareholder sells his Midco Loan Notes pursuant to a Holdco Put Option or a Holdco Call Option, such Rollover Shareholder shall do so with full title guarantee free from all Encumbrances and together with all rights attaching to them as at the date of such notice.

Related to Midco Loan Notes

  • Term Loan Notes means the promissory notes of the Borrower (if any) in favor of any of the Term Loan Lenders evidencing the portion of the Term Loan provided by any such Term Loan Lender pursuant to Section 2.2(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified, extended, restated, replaced, or supplemented from time to time.

  • Loan Notes means the promissory notes of the Borrower in favor of each Lender evidencing the Loans made to the Borrower and substantially in the form of Exhibit 2.6(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.

  • Revolving Loan Notes means the promissory notes of the Borrower provided pursuant to Section 2.1(e) in favor of any of the Revolving Lenders evidencing the Revolving Loan provided by any such Revolving Lender pursuant to Section 2.1(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified, extended, restated, replaced, or supplemented from time to time.

  • Term Loan Note means a promissory note in the form of Exhibit B, as it may be amended, supplemented or otherwise modified from time to time.

  • Revolving Loan Note means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

  • Swingline Loan Note a promissory note in the form of Exhibit H-2, as it may be amended, supplemented or otherwise modified from time to time.

  • Swing Loan Note means the Swing Loan Note of the Borrower in the form of Exhibit 1.1(N)(2) evidencing the Swing Loans, together with all amendments, extensions, renewals, replacements, refinancings or refundings thereof in whole or in part.

  • Loan Note means any loan note issued in accordance with the arrangements for any loan note alternative in the Scheme or, as the case may be, the Offer.

  • Revolving Credit Notes means the separate Revolving Credit Notes made by the Borrower payable to the order of each Lender, substantially in the form of Exhibit A hereto, evidencing the Credit Facility, and any amendments and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part; "Note" means any of such Revolving Credit Notes.

  • Revolving Notes means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

  • Term Loan Credit Agreement shall have the meaning set forth in the recitals hereto.

  • Term Loan Facility means the Term Loan Commitments and the provisions herein related to the Term Loans.

  • Revolving Loan Facility means the credit facility or portion thereof established by Lender in favor of Borrower for the purpose of providing working capital in the form of loans and/or Letters of Credit to finance the manufacture, production or purchase and subsequent export sale of Items pursuant to Loan Documents under which Credit Accommodations may be made and repaid on a continuous basis based solely on credit availability on the Export-Related Borrowing Base during the term of such credit facility

  • Term Loan Obligations means the “Obligations” as defined in the Term Loan Credit Agreement.

  • Term Loan Security Documents means the “Security Documents” as defined in the Term Loan Credit Agreement.

  • Original Loan Documents means the "Loan Documents" as defined in the Original Credit Agreement.

  • Revolving Loan Obligations means any Obligations with respect to the Revolving Loans (including without limitation, the principal thereof, the interest thereon, and the fees and expenses specifically related thereto).

  • Term Loan A has the meaning set forth in Section 2.2(a).

  • Majority Revolving Credit Facility Lenders the Majority Facility Lenders in respect of the Revolving Credit Facility.

  • Term Loan B has the meaning set forth in Section 2.2(b).

  • New Term Loan Facility means the facility providing for the Borrowing of New Term Loans.

  • Existing Revolving Credit Facility means the $600,000,000 (subject to increase in accordance with its terms) revolving credit facility evidenced by that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 by and among the Borrower, the Parent, the lenders from time to time party thereto as “Lenders”, and JPMorgan Chase Bank, N.A., as Agent.

  • Term Loan Documents means the “Loan Documents” as defined in the Term Loan Agreement.

  • Revolving Loan Agreement means that certain Revolving Credit and Security Agreement, dated as of the Closing Date, by and among Revolving Agent, the Credit Parties party thereto, the lenders from time to time party thereto, as amended, restated, supplemented and/or modified to the extent permitted by the terms of the Intercreditor Agreement. ​

  • Exit Facility Credit Agreement means the credit agreement, Filed with the Plan Supplement, which credit agreement shall contain terms and conditions consistent in all respects with those set forth on the Exit Facility Term Sheet and, to the extent any terms and conditions are not set forth on or contemplated therein, such other terms and conditions as are acceptable to the Special Restructuring Committee and the Majority Noteholders in the manner set forth in the Restructuring Support Agreement.

  • Term Loan Lender means a Lender with a Term Loan Commitment or an outstanding Term Loan.