Redeemable Convertible Notes definition

Redeemable Convertible Notes means the Redeemable Convertible Notes to be issued under the indenture substantially in the form attached hereto as Exhibit E, by Talos to the Talos Stockholders as part of the Pre-Closing Dividend in the aggregate principal amount of $37,000,000.
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Redeemable Convertible Notes means the senior secured redeemable convertible promissory notes of the Company issued pursuant to the Purchase Agreement.
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Examples of Redeemable Convertible Notes in a sentence

  • In the event that a Registration Statement is not filed within 20 days following each issuance of the Redeemable Convertible Notes (the "Purchase Date"), the Company will pay a penalty in cash pro rata to the Subscribers in the amount of two percent of the Penalty Amount (as defined below) and an additional penalty of two percent in cash at the end of each 30 day period thereafter until the Registration Statement is filed with the SEC (pro-rated for each period less than 30 days).

  • In the event that a Registration Statement is not filed within 20 days following each issuance of the Redeemable Convertible Notes (the "Purchase Date"), the Company will pay a penalty in cash pro rata to the Holders in the amount of two percent of the Penalty Amount (as defined below) and an additional penalty of two percent in cash at the end of each 30 day period thereafter until the Registration Statement is filed with the SEC (pro-rated for each period less than 30 days).

  • Further or in the alternative, the Lender shall at its own discretion, be at liberty to set off the Loan and all accruing interest against the subscription price of the Redeemable Convertible Notes.

  • Prior to the payment of the Pre-Closing Dividend, Talos shall cause to be deposited with the Escrow Agent an amount equal to $37,000,000 representing the aggregate principal amount of the Redeemable Convertible Notes to be issued as part of the Pre-Closing Dividend, to be held in accordance with the escrow agreement in the form attached hereto as Exhibit H (the “Escrow Agreement”).

Related to Redeemable Convertible Notes

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

  • Redeemable Shares means redeemable shares in accordance with section 206 of the 1990 Act.

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

  • 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).

  • Mandatorily Redeemable Stock means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in the case of each of clauses (a) through (c), on or prior to the Maturity Date.