Seller Noteholders definition

Seller Noteholders the holders of convertible promissory notes in the aggregate principal amount of $750,000 issued by Seller on or about December 2010 and March 2011.
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Seller Noteholders means the holders of the Notes.
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Examples of Seller Noteholders in a sentence

  • Upon receipt of the Seller Noteholders Note by the Distribution Trustee and execution and delivery of its Opt-In Election to the Buyer, a Seller Noteholder shall be deemed to have (a) waived its Claims against the Debtors; and (b) granted the Consensual Third Party Releases.

  • Buyer shall have no right to object to, protest or otherwise contest any matter related to the procedures for action being taken by the Stockholder Representative as between the Stockholder Representative and the Seller Noteholders and Seller Stockholders.

  • Any notice or communication delivered by Buyer to the Stockholder Representative shall, as between Buyer, on the one hand, and the Seller Noteholders and Seller Stockholders, on the other hand, be deemed to have been delivered to all Seller Noteholders and Seller Stockholders.

  • It is acknowledged and understood that Buyer is relying on the written representations made by each of the Seller Noteholders and Seller Stockholders in the Investor Representation Statements.

  • Buyer shall have the right to settle any such claim with the consent of the Stockholder Representative which shall not be unreasonably withheld so long as Seller, the Seller Noteholders, the Seller Stockholders and the Stockholder Representative will be fully released from such claim in connection with such settlement.

  • At the Closing, iStar will transfer to Issuer its Pro Rata Share of the Additional Holdco Notes (and the related Transferred Rights) (i) with such title as iStar shall have received from the Seller Noteholders pursuant to the DPA and (ii) free and clear of all Liens attributable to iStar.

  • If a Seller Noteholder does not execute and deliver its Opt-In Election, it shall not receive a distribution under the Seller Noteholders Note, and any Seller Noteholder that breaches its Opt-In Election shall be barred from receiving any further distributions under the Seller Noteholders Note.

  • Buyer shall remain in compliance with its reporting obligations under the Exchange Act until the Seller Noteholders and Seller Stockholders may resell all the shares of Augme Common Stock acquired pursuant to this Agreement under Rule 144 under the Securities Act in transactions in which the requirements of paragraph (c)(1) of such Rule 144 are not applicable.

  • To efficiently administer Seller’s post-Closing obligations and rights under this Agreement, including the defense and/or settlement of any claims for indemnity by Buyer pursuant to Article VI, Xxxxx Xxxx is hereby appointed to serve as the representative of the Seller Noteholders and Seller Stockholders (the “Stockholder Representative”).

  • The Seller Noteholders Note shall have the following terms: (i) principal amount:$100,000; (ii) no payment of interest; (iii) four (4) year term; and(iv) principal payments shall be made in equal installments once per year, beginning on the date that is six months after the Effective Date, with each next installment made on the 12 month anniversary of the last payment.

Related to Seller Noteholders

  • Senior Noteholders means the Note A Holders, individually or collectively, as the context may require.

  • Class E Noteholders means the holders of any Class E Notes from time to time.

  • Second Lien Noteholders means the registered holders, from time to time, of the Second Lien Notes, as determined in accordance with the relevant Second Lien Notes Indenture.

  • Required Noteholders has, with respect to any Series of Notes, the meaning stated in the related Series Supplement.

  • 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.

  • Class A Noteholders means, collectively, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.

  • Class D Noteholders means the holders of any Class D Notes from time to time.

  • Instituting Noteholders has the meaning set forth in Section 7.6(a) of the Indenture.

  • Consenting Noteholders has the meaning set forth in the preamble to this Agreement.

  • Class A-1 Noteholders Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Class A-1 Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class A-1 Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that is actually paid to Holders of Class A-1 Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Holders of Class A-1 Notes on the preceding Payment Date, to the extent permitted by law, at the Class A-1 Interest Rate for the related Interest Period.

  • Initial Noteholders shall have the meaning assigned to such term in the recitals.

  • Requisite Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class.

  • Noteholders means the holders of the Notes.

  • Class B Noteholders Distribution Amount” means, for any distribution date, the sum of the Class B Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Principal Distribution Amount for that distribution date.

  • Requesting Noteholders shall have the meaning ascribed thereto in Section 12.01 of the Indenture.

  • Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.

  • Lead Securitization Noteholder means the holder of the Lead Securitization Note.

  • Senior Noteholder means the holder of a Senior Note.

  • Class C Noteholders means the holders of any Class C Notes from time to time.

  • Class E Noteholder means the Person in whose name a Class E Note is registered on the Note Register.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Non-Lead Securitization Noteholder herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Lead Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the “Non-Lead Securitization Noteholder Representative”); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement. Prior to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered to each Non-Lead Securitization Noteholder Representative, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement.

  • Majority Noteholders means the Holders of the Notes representing a majority of the principal balance of the most senior Class of Notes then outstanding.

  • Certificateholders shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register.

  • Class A-1 Noteholder means the Person in whose name a Class A-1 Note is registered on the Note Register.

  • Controlling Noteholder means as of any date of determination the holder or holders of a majority of the Lead Securitization Note. At any time the Lead Securitization Note is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.