Notes Agreement definition

Notes Agreement has the meaning set forth in the recitals.

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Notes Agreement means that certain Amended and Restated Convertible Note Facility Agreement, dated as of March 3, 2017, by and between the Company and FTP, as amended, supplemented, restated or otherwise modified from time to time.

Notes Agreement means the Amended and Restated Note Purchase Agreement, as amended, dated as of September 15, 2004, by and among the Company, Metropolitan Life Insurance Company, AXA Equitable Life Insurance Company, Teachers Insurance and Annuity Association of America, Mony Life Insurance Company, The Travelers Insurance Company, The Variable Annuity Life Insurance Company, The Travelers Life and Annuity Company, The Guardian Life Insurance Company of America, Primerica Life Insurance Company, Massachusetts Mutual Life Insurance Company, Babson Capital Management LLC and C.M. Life Insurance Company.

Examples of Notes Agreement in a sentence

In addition to and without limiting the generality of the foregoing, each Obligor represents and warrants to Agent and Lenders that, in connection with each request for the funding of a Loan or the issuance of a Letter of Credit, such Loan or Letter of Credit (as applicable) is permitted as an incurrence of additional Indebtedness under each Senior Notes Agreement and each Senior Secured Notes Agreement.
This Warrant Certificate (this “Warrant”) is issued to the Holder in connection with that certain Convertible Notes Agreement dated June 9, 2015 by and among the Company and the Purchasers listed on Exhibit A thereto, as amended (the “Convertible Notes Agreement”).
Notwithstanding the foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of the Senior Notes Agreement may instead (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Senior Notes or (ii) held as Unrestricted Cash.
In the event of any conflict between any provision of this Agreement and a provision in any Additional Loan and Notes Agreement (as defined in the Intercreditor Agreement) with respect to the rights and interests of any Additional Loan and Notes Secured Parties (as defined in the Intercreditor Agreement) such provision of this Agreement shall control.
Capitalized terms used herein without definition shall have the meanings ascribed to them in the Notes Agreement, and the principles of interpretation and other provisions of Section 1.2 and 1.3 of the Notes Agreement shall apply to this Agreement mutatis mutandis.
The Administrative Company may designate additional obligations as Additional Loan and Notes Obligations only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement, the Initial Notes Agreement, each Additional Loan and Notes Agreement then in effect, and this Agreement.
This Second Amendment to Convertible Notes Agreement (this “Amendment”) is made as of February __, 2016 (the “Effective Date”), by and among Motus GI Medical Technologies Ltd., a company organized under the laws of the State of Israel, with offices at Keren Hayesod 2▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Company”) and the Purchasers Schedule I attached hereto (each, a “Purchaser” and together, the “Purchasers” and each Purchaser and the Company separately, a “Party” and together, the “Parties”).
Any fee (a “Consent Fee”) to be paid to any Noteholders as consideration for the Notes Agreement Amendments shall be determined by Parent in its sole discretion and shall be payable by Parent.
Notwithstanding the foregoing, (A) if the Borrower issues High Yield Notes, the proceeds of the High Yield Notes shall be applied (i) first, to repay or defease the obligations under the Senior Notes Agreement in full, (ii) then, to fund any offering costs in connection with the issuance of High Yield Notes and (iii) finally, to the repay the Obligations.
The Issuer will also issue Income Notes pursuant to the Income Notes Agreement.

More Definitions of Notes Agreement

Notes Agreement means the collective reference to (a) the Existing Notes Indenture, (b) any Additional Notes Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Notes Indenture, any Additional Notes Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Notes Agreement hereunder (a “Replacement Notes Agreement”). Any reference to the Notes Agreement hereunder shall be deemed a reference to any Notes Agreement then extant.

Notes Agreement means that certain senior secured notes indenture dated as of the Amendment No. 2 Effective Date, by and among ▇▇▇▇▇▇▇▇, as issuer and the Notes Agent. “Notes Documents” means, collectively, the Notes Agreement and all other agreements, instruments, documents and certificates executed and/or delivered in connection therewith. “Notes Obligations” means the Indebtedness and other obligations of Borrower and its Subsidiaries under the Notes Documents. “Notice of Borrowing” shall have the meaning provided in Section 2.3(a). “Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6(a). “Noticed Cash Management Obligations” shall mean any Secured Cash Management Obligations with respect to which the Borrower and the Secured Party with respect thereto have notified the Administrative Agent of the intent to include such Secured Cash Management Obligations as Noticed Cash Management Obligations hereunder (so long as such designation, and the resulting Secured Cash Management Reserves at the time of designation, would not result in an Overadvance) and with respect to which a Secured Cash Management Reserve has subsequently been established in the amount set forth in such notice; provided that such designation shall be -44-

Notes Agreement has the meaning assigned to such term in the recitals to this Agreement.

Notes Agreement has the meaning set forth in the sixth WHEREAS clause of this Agreement; provided, that the term “Notes Agreement” shall also include any Additional Notes Agreement (and if more than one Notes Agreement exists at any time, “Notes Agreement” shall be deemed to be a collective reference to each Notes Agreement), as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

Notes Agreement means the collective reference to (a) the Existing Notes Agreements, (b) any Additional Notes Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Notes Agreements, any Additional Notes Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Notes Agreement hereunder (a "Replacement Notes Agreement"). Any reference to the Notes Agreement hereunder shall be deemed a reference to any Notes Agreement then extant. "Notes Cap" means, as of any date of determination, the result of: (a) the sum of (which amount shall be increased by the amount of all interest, fees, costs, expenses, indemnities, and other amounts accrued or charged with respect to any of the Notes Obligations (other than Excess Notes Obligations) as and when the same accrues or becomes due and payable, irrespective of whether the same is added to the principal amount of the Notes Obligations and including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable, in whole or in part, in any such Insolvency Proceeding): (i) $27,500,000, plus (ii) after the commencement of an Insolvency Proceeding, $2,500,000, minus (b) the aggregate amount of all payments of the principal amount of the Notes Obligations under the Notes Agreement (other than payments of such Notes Obligations in connection with a refinancing permitted hereunder or payments in connection with a "roll-up" during any Insolvency Proceeding). "Notes Collateral" means all assets, whether now owned or hereafter acquired by any Loan Party, in which a Lien is granted or purported to be granted to any Notes Secured Party as security for any Notes Obligation. Notwithstanding anything to the contrary in the Notes Documents, none of the Notes Obligations may be secured by a Lien on any ABL Exclusive Collateral "Notes Creditors" means the "Holders" and the "Secured Parties", each as defined in the Notes Agreement. "Notes Default" means any "Event of Default", as such term is defined in any Notes Document.

Notes Agreement the indenture among the Borrower, JPMorgan Chase Bank, ▇.▇. ▇▇▇▇▇▇ Trust Bank Ltd. And ▇.▇. ▇▇▇▇▇▇ Bank Luxembourg S.A. dated as of October 25, 2004 providing for the issuance of senior notes in the aggregate amount of two hundred million Dollars ($200,000,000), with final maturity due on November 01, 2009; provided that solely for the purposes of Sections 6.02 (n) and (o) (Negative Covenants), the references to the Notes Agreement in such Sections are to the relevant provisions of the Notes Agreement in effect as of the date of this Agreement and, except for the Waiver Solicitation such provisions shall not be modified or otherwise affected by (i) the expiration or termination of the Notes Agreement or (ii) any amendment or variation thereof to which IFC has not consented in accordance with Section 6.03 (m) (Reporting Requirements);