Purchased Convertible Notes definition

Purchased Convertible Notes means any of the Prior Senior Convertible Notes purchased by the Holder.
Sample 1

Examples of Purchased Convertible Notes in a sentence

  • The Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement(s) also covers such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Purchased Convertible Notes or the exercise of the Purchaser Warrants to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

  • There is no liability or indebtedness of the Company for dividends or other distributions declared or accumulated but unpaid with respect to the Common Stock or the Purchased Convertible Notes.

  • The Common Stock issuable upon conversion of the Purchased Convertible Notes is hereinafter referred to as the "Purchaser Common Shares".

  • On or before the Closing Date, the Purchaser shall pay the Purchase Price for the Purchased Convertible Notes to be issued and sold to such Purchaser at the Closing, by wire transfer of immediately available funds to: Bank: Xxxxx Fargo Bank West, N.A. 000 Xxxxxxx Xxx.

  • On the Purchase Date specified below, the Issuer purchased the Number of Purchased Convertible Notes specified below pursuant to the Purchase Program.

  • The Purchased Convertible Notes and the Purchaser Warrants are hereinafter collectively referred to as the "Purchased Securities").

  • Written authorization shall be only by contract amendment in accordance with the contract provisions.

  • Simultaneously with the execution and delivery of this Agreement, the Company shall deposit with the Company's counsel in connection with the purchase of the Purchased Convertible Notes, specific transfer agent instructions and the Corporate Resolutions authorizing and instructing the immediate issuance of the Penalty Shares.

  • All closings of the purchase and sale of the Purchased Convertible Notes shall take place at the offices American Millennium Corporation, 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX.

  • On or before the Closing Date, the Purchaser shall pay the Purchase Price for the Purchased Convertible Notes to be issued and sold to such Purchaser at the Closing, by delivering to the company a personal check of Purchaser, or by wire transfer of immediately available funds to: Bank: Wells Fargo Bank Wexx, X.A. 320 Lincoln Ave.

Related to Purchased Convertible Notes

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Convertible Notes has the meaning set forth in the Recitals.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Series B Purchase Agreement means that certain Series B Preferred Stock Purchase Agreement, dated as of November 10, 2015, as amended and supplemented to date, by and among the Company and the investors signatory thereto.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Convertible Note Indenture means the Indenture dated as of February 21, 2014 between Emergent and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • 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;

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;

  • Purchased Securities has the meaning assigned in the Terms;

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).