Second Lien Warrants definition

Second Lien Warrants means the warrants issued to the holders of the Existing Second Lien Notes in connection with the Senior Unsecured Notes Exchange Transaction.
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Second Lien Warrants means the warrants to purchase up to an aggregate of 75,154,752 shares of Company Common Stock issued or to be issued by the Company to the Investor in connection with the Second Lien Credit Agreement.
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Second Lien Warrants means warrants to purchase 3,000,000 shares of Common Stock with an exercise price of at least $6.00 per share.
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Examples of Second Lien Warrants in a sentence

  • For purposes of this Warrant, "EXEMPTED ISSUANCES" shall mean: (I) shares of Common Stock issued or deemed to be issued by the Company pursuant to an Approved Stock Plan, provided that the number of such shares issued or deemed to be issued does not exceed an aggregate of 20% of the shares of Common Stock outstanding as of the Warrant Date; or (II) shares of Common Stock issued or deemed to be issued by the Company upon exercise of the Second Lien Warrants.

  • The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR") and has had the opportunity to ask questions and receive answers concerning the Company, the Second Lien Warrants and the offering thereof from the Company.

  • Ten percent (10%) of the fully diluted New Common Stock issued and outstanding on the Effective Date (inclusive of the shares that may be issued in connection with the exercise of the Special Warrants, but excluding shares that may be issued in connection with the exercise of the New Second Lien Warrants) shall be reserved for issuance under the Management Incentive Plan.

  • In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion, exercise or exchange of securities of the Company, including the Second Lien Warrants by such holder and its affiliates, since the date as of which such number of outstanding shares of Common Stock was reported.

  • Until Shareholder Approval (as defined in the Amended Second Lien Loan Agreement) or such written opinion is obtained, no holder of Second Lien Warrants shall be issued, upon exercise of the Second Lien Warrants, Warrant Shares in an amount greater than such holder's Warrant Allocation Percentage (as defined in the Amended Second Lien Loan Agreement).

  • The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has had the opportunity to ask questions and receive answers concerning the Company, the Second Lien Warrants and the offering thereof from the Company.

  • Until Shareholder Approval (as defined in the Amended Second Lien Loan Agreement) or such written opinion is obtained, no holder of Second Lien Warrants shall be issued, upon exercise of the Second Lien Warrants, Warrant Shares in an amount greater than such holder’s Warrant Allocation Percentage (as defined in the Amended Second Lien Loan Agreement).

  • The allocation of New Common Stock and Special Warrants among the Electing DIP Lenders, the Holders of Allowed First Lien Claims, and the Holders of Allowed Second Lien Notes Claims (including upon exercise of the New Second Lien Warrants) shall be made in accordance with the Equity Allocation Mechanism and pursuant to this Plan.

  • For purposes of this Warrant, “Exempted Issuances” shall mean: (I) shares of Common Stock issued or deemed to be issued by the Company pursuant to an Approved Stock Plan, provided that the number of such shares issued or deemed to be issued does not exceed an aggregate of 20% of the shares of Common Stock outstanding as of the Warrant Date; or (II) shares of Common Stock issued or deemed to be issued by the Company upon exercise of the Second Lien Warrants.

  • In each case, the New Common Stock and Special Warrants shall be subject to dilution on account of the MIP Equity and the New Second Lien Warrants.


More Definitions of Second Lien Warrants

Second Lien Warrants means any warrants, rights or options issued by the Parent to any Second Lien Warrant Investor.
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Second Lien Warrants means those warrants, which shall be gifted by the Holders of First
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Second Lien Warrants means the warrants issued in connection with the Second Lien Credit Agreement dated June 26, 2019 among the Company, the subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.
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Related to Second Lien Warrants

  • Second Lien Notes has the meaning set forth in the recitals hereto.

  • SPAC Warrants means the SPAC Public Warrants and the SPAC Private Placement Warrants.

  • Second Lien Facility means the second lien term loan facility under the Second Lien Credit Agreement.

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • Second Lien Debt means the indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees thereof and all additional indebtedness incurred under any Additional Second Lien Documents and all additional indebtedness in respect of Additional Notes and guarantees thereof, in each case, that was permitted to be incurred and secured in accordance with the Secured Debt Documents and with respect to which the requirements of Section 4.04(b) have been (or are deemed) satisfied, and all Indebtedness incurred under any Second Lien Substitute Facility.

  • Second Lien Notes Trustee “Second Lien Noteholder”, “High Yield Agent”, “HY Borrower”, “High Yield Creditor”, “High Yield Lender”, “Unsecured Agent”, “Unsecured Lender”, “Security Agent”, “Security Grantor”, “Senior Agent”, “Senior Arranger”, “Senior Borrower”, “Senior Creditor”, “Senior Guarantor”, “Senior Lender”, “Senior Secured Notes Guarantor”, “Senior Secured Notes Issuer”, “Senior Secured Notes Trustee”, “Senior Secured Noteholder”, “Subordinated Creditor”, “Permitted Affiliate Parent”, the “Company” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with this Agreement;

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

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Convertible Debt means Debt issued by the Borrower which by its terms may be converted into or exchanged for equity securities of the Borrower at the option of the Borrower or the holder of such Debt, including without limitation, Debt with respect to which the performance due by the Borrower may be measured in whole or in part by reference to the value of an equity security of the Borrower but may be satisfied in whole or in part in cash.

  • Second Lien Notes Documents means the Second Lien Notes Indenture, the Second Lien Notes and all other agreements, instruments and other documents pursuant to which the Second Lien Notes have been or will be issued or otherwise setting forth the terms of the Second Lien Notes.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Series C Equipment Notes means Equipment Notes issued under an Indenture and designated as "Series C" thereunder.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

  • 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.

  • Second Lien Lenders means the “Lenders” under and as defined in the Second Lien Credit Agreement.

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

  • 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.

  • 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).

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

  • First Lien Notes means (a) senior secured loans or notes of the U.S. Borrower (which notes or loans may either be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations or may be secured by a Lien ranking junior to the Lien on the Collateral securing the U.S. Obligations, but shall not be secured by any assets that do not constitute Collateral securing the U.S. Obligations) incurred after the Amendment Effective Date (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Facility Maturity Date in effect at the time of the issuance thereof (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of the Chief Financial Officer of the U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (b) loans or notes borrowed or issued in connection with any refinancing, refunding, renewal or extension of any First Lien Notes; provided that (i) in connection with any such refinancing, refunding, renewal or extension, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) such refinancing Indebtedness otherwise complies with this definition and (iii) if such Indebtedness being refinanced is not secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations, then such refinancing Indebtedness may not be secured with a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations. Notes issued by the U.S. Borrower in exchange for any First Lien Notes in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such First Lien Notes shall also be considered First Lien Notes.

  • Second Lien Notes Indenture has the meaning set forth in the recitals hereto.

  • Second Lien With respect to each Mortgaged Property, the lien of the mortgage, deed of trust or other instrument securing a Mortgage Note which creates a second lien on the Mortgaged Property.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.