Seller Notes definition

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.

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Seller Notes means any promissory note or notes issued by the Borrower or a Restricted Subsidiary of the Borrower in respect of any acquisition permitted hereunder as consideration in connection with such acquisition, but that is not in the nature of an earn-out obligation or similar deferred or contingent obligation.

Seller Notes means any promissory note or notes issued by a Credit Party to the seller in respect of any Permitted Acquisition as whole or partial consideration in connection with such Permitted Acquisition.

Examples of Seller Notes in a sentence

• As of the date of this Agreement, the identity of all holders of capital stock of the Seller and the Initial Seller Notes, the type of capital stock and the amounts of all such capital stock and Initial Seller Notes held by such holders is as set forth on Schedule 6.1(u).

• The subordination provisions of any Permitted Seller Notes, if any, will be enforceable against the holders thereof, and the Loans and other monetary obligations hereunder are and will be within the definition of "Senior Indebtedness" included in such provisions.

• Against delivery of the Initial Assets or any additional Assets, the Purchaser shall issue to Seller Notes with an aggregate principal amount equal to the aggregate Fair Value of such Assets.

• The proceeds of the loans made on the Closing Date under the Bank Credit Agreement will be used by the Company to pay certain fees and expenses incurred in connection with the IITRI Acquisition, this Agreement and the Seller Notes and to partially fund the purchase price paid in the IITRI Acquisition, all as further specified on Exhibit 7 attached hereto.

• The subordination provisions of the Existing Seller Note and any Permitted Seller Notes are enforceable against the holders thereof, and the Loans and other monetary Obligations hereunder are and will be within the definition of "Senior Indebtedness" included in such provisions.

More Definitions of Seller Notes

Seller Notes means the Existing Seller Notes and the Permitted Seller Notes.

Seller Notes means those promissory notes delivered by Borrower in connection with the closing of a Permitted Acquisition, which are subordinated to the Obligations on terms satisfactory to Lender (it being understood that the subordination provisions set forth on Schedule E-1 shall be deemed to be satisfactory to Lender).

Seller Notes means the promissory notes between Purchaser and each Seller in the form attached hereto as Exhibit B in the aggregate amount of the Seller Note Payment, with each Seller receiving a Seller Note in a principal amount equal to its Pro Rata Portion of the Seller Note Payment.

Seller Notes means, collectively, the existing 6% Junior Subordinated Notes of the Borrower in favor of the former shareholders of the Borrower, each dated as of February 3, 2005 in the aggregate principal amount of $25,000,000 and all agreements, documents and instruments at any time executed and/or delivered by the Borrower or any other person in connection therewith or related thereto.

Seller Notes means, collectively, (i) those certain Series A Senior Secured Notes issued by DFR Merger Company, LLC and Deerfield & Company due in calendar year 2012 and (ii) those certain Series B Senior Secured Notes issued by DFR Merger Company, LLC and Deerfield & Company LLC due in calendar year 2012.

Seller Notes means any promissory notes issued by the Company to any Person selling any assets or properties to the Company or any Restricted Subsidiary in an Asset Acquisition, including those outstanding on the Issue Date.

Seller Notes means those certain 6% Junior Subordinated Notes due 2010, issued by the Company to IITRI in the aggregate principal amount of $39,900,000 pursuant to the Asset Purchase Agreement, as amended, supplemented or modified in accordance with section 10.3(bb) hereof.