Pre-IPO Note definition

Pre-IPO Note means any intercompany debt (i) owed by the Borrower to any member of the IAC Group, (ii) incurred within 30 days prior to the Match Offering, (iii) having a maturity not in excess of 30 days, (iv) that by its terms is subordinated in right of payment to the obligations under the Senior Secured Credit Facilities, and (v) that is designated as such by the Borrower.
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Pre-IPO Note means any intercompany debt (i) owed by the Issuer to CBS Corporation or any of its Subsidiaries (that is not the Issuer or a Subsidiary of the Issuer), (ii) incurred within three Business Days prior to the IPO, or, if earlier, on the date of pricing of the securities to be issued in the IPO, (iii) having a maturity no earlier than 91 days after maturity of the Notes, with mandatory prepayment using the net proceeds of the IPO, (iv) that by its terms is subordinated in right of payment to the obligations under the Notes, and (v) that is designated as such by the Issuer.
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Pre-IPO Note means any intercompany debt (i) owed by the Borrower to any member of the IAC Group,
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Examples of Pre-IPO Note in a sentence

  • As of March 16, 2021, after the Initial Public Offering, the Company had no outstanding amounts under the Pre-IPO Note.

  • The collection of data is closely linked to the value-added taxation system of the EU internal trade (the VAT system).

  • As of March 16, 2021, before the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $79,000.

  • The Pre-IPO Note was non-interest bearing and was repaid upon the completion of the Initial Public Offering.

  • The collateral over the equity interest in Wangji Limited shall be released upon the entire loans constituted under the Pre-IPO Notes owing by Wangji Limited to Pre-IPO Investors under the Pre-IPO Note Purchase Agreements being discharged in full.

  • No fractional shares of capital stock of the Company shall be issued upon conversion of this Pre-IPO Note.

  • This Pre-IPO Note cannot be changed or terminated orally or by estoppel or waiver or by any alleged oral modification regardless of any claimed partial performance referable thereto.

  • In case any principal of or interest on this Pre-IPO Note, or any other obligation or amount owing under this Pre-IPO Note, is not paid when due, or any other Event of Default shall occur, the Issuer shall be liable for, and agrees to pay, in addition to principal, interest and other amounts owing hereunder, all costs of enforcement and collection of this Pre-IPO Note incurred by the Holder, including, without limitation, reasonable attorney’s fees, disbursements and court costs.

  • This Pre-IPO Note shall rank pari passu with all other debt and liabilities of the Issuer.

  • Any and all payments made by the Issuer in respect of this Pre-IPO Note shall be applied first to payment of the fees and charges due under this Pre-IPO Note, second to payment of accrued and unpaid interest on this Pre-IPO Note (except in the cases of payments made pursuant to Section 2(a), and third to payment of the applicable repurchase price (i.e., two hundred and fifty percent (250%) of the outstanding Principal Amount of this Pre-IPO Note.

Related to Pre-IPO Note

  • Initial Note means each initial Governmental Lender Note registered by the Comptroller and subsequently canceled and replaced by a definitive Governmental Lender Note pursuant to this Funding Loan Agreement.

  • Bridge Note has the meaning assigned to that term in Section 2.2(a)(1).

  • B Note means, with respect to any A/B Mortgage Loan, the related subordinated Mortgage Note not included in the Trust, which is subordinated in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement.

  • Supplemental Note means, for each Supplemental Loan (whether one or more), if any, the Multifamily Note secured by the Supplemental Instrument for that Supplemental Loan.

  • Original Note shall have the meaning assigned to such term in the recitals.

  • Existing Note shall have the meaning given to such term in the preamble hereto.

  • Initial Note A-5 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • New Note shall have the meaning assigned to such term in Section 38.

  • Class C Note means any one of the Series 2020-1 3.02% Rental Car Asset Backed Notes, Class C, executed by ABRCF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3. Definitive Class C Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Initial Additional Notes means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

  • Initial Note A-4 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Term SOFR Loan means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

  • Initial Note A-3 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Retained Note means any Notes held by the Issuer (or any other person treated as the same person as the Issuer for U.S. federal income tax purposes), but only so long as such Notes are held by such entity, until such time as such Notes are transferred in accordance with the terms and conditions of Section 2.04 of the Indenture.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Term A Note means a promissory note made by the Borrower in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-1.

  • Term B Note means a promissory note made by the Borrower in favor of a Term B Lender, or its registered assigns, evidencing Term B Loans made by such Term B Lender, substantially in the form of Exhibit C-1.

  • Initial Note A-2 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Series B Equipment Notes means Equipment Notes issued and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series B Equipment Notes” and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the Indenture.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.