Mirror Note definition
Examples of Mirror Note in a sentence
The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor, and will rank pari passu in right of payment to all unsubordinated indebtedness of the relevant Guarantor, including, the guarantee by such Guarantor of the 2017 A Notes and, in the case of the Company, the Company’s Obligations under the CCOH Mirror Note.
No director, officer, employee, incorporator or stockholder of the Company, any Mirror Note Issuer or any Guarantor, as such, will have any liability for any obligations of the Company, any Mirror Note Issuer or any Guarantor under the Notes, this Indenture, the Mirror Notes, the Mirror Note Guarantees, the Subsidiary Guarantees or the Mirror Note Pledge Agreements, or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Upon execution by the Company and Newco of the Newco Pledge Agreement and delivery of the Partnership Mirror Note to the Company, no further action will be required in order for the Company to have a first priority perfected security interest in the Partnership Mirror Note other than the registration of notice of such security interest under the Alberta Personal Property Security Act.
Upon execution by the Company and the Trustee of the Paramount Pledge Agreement and delivery of the Mirror Notes to the Trustee, no further action will be required in order for the Trustee to have a first priority perfected security interest in the Newco Mirror Note and the Company's interest in the Partnership Mirror Note other than the registration of notice of such security interest under the Alberta Personal Property Security Act.
A director, officer, employee, incorporator or stockholder, of the Company or any Mirror Note Issuer or Guarantor, as such, will not have any liability for any obligations of the Company or such Mirror Note Issuer or Guarantor under the Notes, the Indenture, the Mirror Notes, the Mirror Note Guarantees, the Subsidiary Guarantees or the Mirror Note Pledge Agreements or for any claim based on, in respect of, or by reason of, such obligations or their creation.
The Company may cause any other Restricted Subsidiary of the Company to issue a Subsidiary Guarantee or Mirror Note Guarantee and become a Guarantor.
Obligor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Mirror Note; and Obligor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law.
If this award is not assumed by the successor in any Change in Control transaction, your Conditional PSUs shall vest and become Vested PSUs immediately upon the Change in Control.
Any such indenture, loan or debt agreement may not be used to interpret this Mirror Note.
As a result, the Operating Partnership will be obligated to pay us amounts due and payable under the Mirror Note, which will rank equal in right of payment with all of the future unsecured and unsubordinated indebtedness of the Operating Partnership.