Third Tranche Notes Issuance definition

Third Tranche Notes Issuance means the issuance of simultaneous Third Tranche Notes by the Issuer to each of the Third Tranche Purchasers pursuant to Section 2.01(c).
Sample 1Sample 2Sample 3
Third Tranche Notes Issuance means an issuance of simultaneous Third Tranche Notes by the Issuer to each of the Third Tranche Purchasers pursuant to Section 2.01(c).
Sample 1
Third Tranche Notes Issuance means an issuance of simultaneous Third Tranche Notes by the Issuer to each of the Third Tranche Purchasers pursuant to Section 2.01(c). “Third Tranche Notes Issuance Date” has the meaning set forth in Section 2.01(c). “Third Tranche Purchase Conditions” means the conditions that (a) the Issuer shall have delivered (prior to the date that any purchase of the Third Tranche Notes is requested in accordance with Section 2.02(a)) to the Administrative Agent (i) a certificate of a Responsible Financial Officer of the Issuer (in form and substance reasonably satisfactory to the Required Purchasers), certifying that (A) Consolidated Daxi Net Product Sales, for any consecutive twelve (12) month period preceding the date that the applicable purchase of Third Tranche Notes is requested to be made, were at least $50,000,000, (B) the Amortization Trigger Date shall not have occurred prior to the date that a Notes Issuance Notice with respect to the Third Tranche is delivered by the Issuer to the Administrative Agent and (C) (I) [***] (ii) evidence reasonably satisfactory to the Third Tranche Purchasers demonstrating compliance with the requirements in the foregoing clause (a)(i) and (iii) the financial statements required to be delivered pursuant to Section 7.01 or such other financial statements as are reasonably satisfactory to the Required Purchasers for such consecutive twelve (12) month period (and such other supporting documentation as the Required Purchasers shall reasonably request) and (b) the Second Tranche Notes Issuance shall have been consummated prior to the date that a Notes Issuance Notice with respect to the Third Tranche is delivered by the Issuer to the Administrative Agent. “Third Tranche Purchaser” means each of the Persons identified as a “Third Tranche Purchaser” in the Third Tranche Joinder Agreement, together with their respective successors and assigns. “Three-Month Term SOFR” means [***]. “Three Month Treasury Rate” means, as of any date of determination, the weekly average yield as of such date of determination of actually traded United States Treasury securities adjusted to a constant maturity of three (3) months (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two (2) Business Days prior to such date of determination (or, if such Federal Reserve Statistical Release H.15(519) is no longer published, any publicly available source of similar market data))....
Sample 1

Examples of Third Tranche Notes Issuance in a sentence

  • The Third Tranche Notes Issuance shall consist of Third Tranche Notes simultaneously issued by the Issuer to each of the Third Tranche Purchasers in accordance with their respective Third Tranche Note Purchase Commitments.

  • The Third Tranche Note Purchase Commitments will be automatically and permanently reduced to zero upon the Third Tranche Notes Issuance pursuant to Section 2.01(c).

  • The Third Tranche Notes shall be issued on the Third Tranche Notes Issuance Date with original issue discount, for the ratable benefit of the Third Tranche Purchasers, in an aggregate amount equal to two percent (2.0%) of the aggregate principal amount of the Third Tranche Notes.

  • Such original issue discount shall be fully earned on the Third Tranche Notes Issuance Date, subject to the funding of the Third Tranche Notes on the Third Tranche Notes Issuance Date, and shall be non-refundable for any reason whatsoever.

  • For the avoidance of doubt, the First Tranche Notes Issuance shall be in an aggregate principal amount of $55,000,000, the Second Tranche Notes Issuance shall be in an aggregate principal amount of $20,000,000 and the Third Tranche Notes Issuance shall be in a maximum aggregate principal amount of $25,000,000.

  • For the avoidance of doubt, the First Tranche Notes Issuance shall be in the aggregate principal amount of $100,000,000, the Second Tranche Notes Issuance shall be in an aggregate principal amount not to exceed $50,000,000 and the Third Tranche Notes Issuance shall be in the amount set forth in the Third Tranche Joinder Agreement but, in any event, in a maximum aggregate principal amount not to exceed $150,000,000.

  • The Third Tranche Note Purchase Commitments (if any) will be automatically and permanently reduced to zero upon the Third Tranche Notes Issuance pursuant to Section 2.01(c).

  • For the avoidance of doubt, the First Tranche Notes Issuance shall be in the aggregate principal amount of $100,000,000, the Second Tranche Notes Issuance shall be in an aggregate principal amount of $100,000,000 and the Third Tranche Notes Issuance shall be in the amount set forth in the Third Tranche Joinder Agreement but, in any event, in a maximum aggregate principal amount of $100,000,000.

  • For the avoidance of doubt, ​ the First Tranche Notes Issuance shall be in an aggregate principal amount of $55,000,000, the Second Tranche Notes Issuance shall be in an aggregate principal amount of $20,000,000 and the Third Tranche Notes Issuance shall be in a maximum aggregate principal amount of $25,000,000.

Related to Third Tranche Notes Issuance

  • Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.10 and the related Indenture Supplement.

  • 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.

  • Convertible Notes has the meaning set forth in the Recitals.

  • 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).

  • Convertible Notes Indenture means the Indenture dated as of May 31, 2001, as amended by the First Supplemental Indenture dated as of February 20, 2002, among Xxxxxx Xxxxxxx Ltd., Xxxxxx Xxxxxxx LLC, as guarantor, and BNY Midwest Trust Company, as trustee.

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

  • Tranche B Notes means the promissory notes, if any, of the Borrower in favor of each Tranche B Lender provided pursuant to Section 2.4(f) or Section 2.5(f) and evidencing the Tranche B Loans of such Tranche B Lender, individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time.

  • 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.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

  • Senior Notes means $500,000,000 in aggregate principal amount of the Borrower’s 6.75% senior unsecured notes due 2025 issued pursuant to the Senior Notes Indenture on the Closing Date.

  • Revolving Notes means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

  • Bridge Loans means the Loans (as defined in the Bridge Credit Agreement).

  • Senior Secured Notes Documents means the Senior Secured Notes Indenture, the Senior Secured Notes Guarantees, the Senior Secured Notes, the Intercreditor Arrangements, any supplemental indenture, any security document relating to the Senior Secured Notes and/or the Senior Secured Notes Indenture and any other document that may be entered into pursuant to any of the foregoing.

  • Tranche B Loans means loans made pursuant to Section 2.1(a)(ii).

  • Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.

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

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

  • Convertible Debt means Indebtedness of the Borrowers (which may be guaranteed by the Guarantors) permitted to be incurred under the terms of this Agreement that is (i) either (a) convertible into common stock of the Company (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Company and/or cash (in an amount determined by reference to the price of such common stock) and (ii) subordinated to the Obligations on terms customary at the time for convertible subordinated debt securities.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

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

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Senior Notes Indentures means the Senior Secured Notes Indenture and the Senior Unsecured Notes Indenture.

  • Initial Issuance Date means the Closing Date of the first Series of Notes issued to the Holders.

  • Convertible Debentures means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;