Second Lien PIK Notes definition
Examples of Second Lien PIK Notes in a sentence
The Additional Notes, upon authentication by a duly authorized signatory of the Trustee in accordance with the terms of the Second Lien PIK Indenture, will have been duly executed, issued and delivered by AMI, and when paid for in accordance with the terms of this Agreement, will be the valid and legally binding obligation of AMI, enforceable against AMI in accordance with their terms, subject to the Enforceability Exceptions, and entitled to the benefits provided by the Second Lien PIK Notes Indenture.
No fractional shares of New Equity or fractions of New Second Lien PIK Notes shall be distributed, and no Cash shall be distributed in lieu of such fractional shares of New Equity or fractions of New Second Lien PIK Notes.
The Restricted Global Notes shall be assigned the same CUSIP number as those Second Lien PIK Notes issued under the Second Lien PIK Notes Indenture on October 2, 2013 (the “Initial Notes”) and shall include the legend regarding restrictions on transfer set forth in the Form of Note attached as Exhibit A to the Second Lien PIK Indenture.
When the Additional Notes are delivered and paid for pursuant to this Agreement, and issued, executed and authenticated in accordance with the terms of the Second Lien PIK Notes Indenture, the Guarantee of each Guarantor endorsed thereon will have been duly executed and delivered by each such Guarantor, and will constitute the valid and legally binding obligation of such Guarantor, subject to the Enforceability Exceptions.
The Second Lien PIK Notes Indenture has been duly and validly authorized by AMI and the Guarantors, and constitutes a valid and legally binding obligation of each of AMI and the Guarantors, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.
Each Investor shall pay $1,000 per $1,000 of principal amount of Additional Notes to be purchased by such Investor at the Closing plus accrued interest thereon from the most recent date to which interest has been paid on the then outstanding Second Lien PIK Notes.
The total number of authorized shares of New Equity and New Second Lien PIK Notes to be distributed pursuant to the Plan shall be adjusted as necessary to account for the foregoing rounding.
Under certain circumstances, Holders of New Equity and/or New Second Lien PIK Notes who are deeemed to be “underwriters” may be entitled to resell their New Equity or New Second Lien PIK Notes pursuant to the limited safe harbor resale provisions of Rule 144 of the Securities Act.
With respect to any Registration Rights Agreement provisions that are tied to a minimum ownership threshold, a holder’s percentage ownership shall include all Common Shares and Second Lien PIK Notes, as applicable, held by such holder’s Affiliates, and by managed funds and accounts of such holder and its Affiliates.
Such capital gain will be long-term capital gain if, at the time of the sale, exchange, retirement, or other taxable disposition, the Holder held the New Second Lien PIK Notes for more than one year.