Seniority; Additional Issuances of Debt and Equity Sample Clauses

Seniority; Additional Issuances of Debt and Equity. This Secured Note shall have a security interest in the Collateral (as defined in Section 10), that is prior to any other security interest in the Collateral except that such security interest shall be junior to the senior security interest of the secured notes issued by the Company in a $2,000,000 private offering in March – May of 2014 (the “Senior Notes”) and furthermore, the security interest of this Secured Note shall be pari passu to the security interest of the secured notes issued by the Company in a $3,000,000 private offering in August – November of 2014 (the “Other Secured Notes”). The Company shall use the proceeds of this Secured Note to repay $875,000 of the Senior Notes that mature in March, 2015, including any accrued interest due thereon. So long as this Secured Note is outstanding, the Company shall not incur any additional indebtedness that is senior to this Secured Note, whether with respect to interest, damages or upon liquidation or dissolution or otherwise, and the Company will not, and will not permit any subsidiary to, directly or indirectly, incur any Lien on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom.
Sample 1
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Seniority; Additional Issuances of Debt and Equity. This Secured Note has a security interest in the Collateral (as defined in the Security Agreement dated December __, 2013 by and among the Company, Abtech Industries, Inc. and the holders of the Secured Notes (the “Security Agreement”)), that is prior to any other security interest in the Collateral, except that such security interest shall be junior to the senior security interest in the Collateral securing $1.5 million principal amount of senior secured convertible promissory notes ( the “Pinnacle Notes”) held by Pinnacle Family Office Investments LP (“Pinnacle”). This Secured Note shall be senior to all other debt of the Company, whether now or hereinafter existing, except (i) as otherwise hereinafter provided, and (ii) this Secured Note is subordinate to repayment in full of the Pinnacle Notes. The Company shall repay the Pinnacle Notes in full upon maturity if the Pinnacle Notes have not been converted into Common Stock prior to their maturity date, and upon conversion or repayment of the Pinnacle Notes, the Company shall obtain a release of the security interest held by Pinnacle in the Collateral.
Sample 1
Seniority; Additional Issuances of Debt and Equity. This Secured Note together with any other Secured Notes issued in the Secured Note Issuance shall have a senior security interest in the Collateral (as defined in Section 10); provided, however, that each will be junior to the senior security interest of the following outstanding secured notes previously issued by the Company (the “Senior Notes”): Senior Note Holder Principal Amount Date of Senior Note Axxxxxxxx Xxxxxxxxx $ 200,000.00 December 6, 2013 Golden Properties Ltd. 1,025,000.00 May 30, 2014 Dxxxxx X. Xxxxxxx 100,000.00 May 30, 2014 Dxxxxx X. Xxxxxxx 100,000.00 September 22, 2014 Hxxxx Xxxxxxxxx and Bxxxxx Xxxxxxxxx Living Trust 104,000.00 September 30, 2014 Wxxxxxx X. Xxxxx 100,000.00 October 14, 2000 Xxxxxx X. Xxxxxxxxx 100,000.00 October 29, 2014 F. Dxxxxx Xxxxx 250,000.00 November 13, 2014 Furthermore, the security interest of this Secured Note together with any other Secured Notes issued in the Secured Note Issuance shall have a security interest that is pari passu to the security interest of the following secured notes issued by the Company (the “Other Secured Notes”): Other Secured Note Holder Principal Amount Date of Other Secured Note Golden Properties, Ltd. $ 500,000.00 August 18, 2014 Golden Properties, Ltd. 212,979.00 September 18, 2014 Golden Properties, Ltd. 500,000.00 October 28, 2014 Golden Properties, Ltd. 550,000.00 November 26, 2014 Golden Properties, Ltd. 950,000.00 March 23, 2015 So long as this Secured Note is outstanding, the Company shall not incur any additional indebtedness that is senior to this Secured Note, whether with respect to interest, damages or upon liquidation or dissolution or otherwise, and the Company will not, and will not permit any subsidiary to, directly or indirectly, incur any Lien on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom.
Sample 1
Seniority; Additional Issuances of Debt and Equity. This Secured Note shall have a security interest in the Collateral (as defined in Section 10), that is junior to the senior security interest of the secured notes issued by the Company in a $2,000,000 private offering in March – May of 2014 (the “Senior Notes”), the security interest of the secured notes issued by the Company in a $3,000,000 private offering in August – November of 2014 (the “Other Secured Notes”) and the convertible secured notes issued by the Company in a $3,500,000 private offering in December 2013 (the “Convertible Notes’),. So long as this Secured Note is outstanding, the Company shall not incur any additional indebtedness that is senior to this Secured Note, whether with respect to interest, damages or upon liquidation or dissolution or otherwise, and the Company will not, and will not permit any subsidiary to, directly or indirectly, incur any Lien on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom.
Sample 1

Related to Seniority; Additional Issuances of Debt and Equity

  • Accrual of Interest and Maturity; Evidence of Indebtedness (i) Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to Swing Line Lender resulting from each Swing Line Advance from time to time, including the amount and date of each Swing Line Advance, its Applicable Interest Rate, its Interest Period, if any, and the amount and date of any repayment made on any Swing Line Advance from time to time. The entries made in such account or accounts of Swing Line Lender shall be prima facie evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Swing Line Advances (and all other amounts owing with respect thereto) in accordance with the terms of this Agreement.

  • Incremental Facility (a) At any time during the Revolving Commitment Period, the Borrower may request from time to time from one or more existing Lenders or from other Eligible Assignees reasonably acceptable to the Administrative Agent, the Issuing Lender, the Swingline Lender and the Borrower (but subject to the conditions set forth in clause (b) below) that the Total Revolving Commitments be increased by an amount not to exceed the Available Revolving Increase Amount (each such increase, an “Increase”); provided that the Borrower may not request an Increase on more than three occasions during the Revolving Commitment Period. No Lender shall be obligated to increase its Revolving Commitments in connection with a proposed Increase. The Administrative Agent shall invite each Lender to provide a portion of the Increase ratably in accordance with its Revolving Percentage of each requested Increase (it being agreed that no Lender shall be obligated to provide an Increase and that any Lender may elect to participate in such Increase in an amount that is less than its Revolving Percentage of such requested Increase or more than its Revolving Percentage of such requested Increase if other Lenders have elected not to participate in any applicable requested Increase in accordance with their Revolving Percentage) and to the extent, 5 Business Days after receipt of invitation, sufficient Lenders do not agree to provide the full amount of such Increase, then the Administrative Agent may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” to become a Lender in connection with the proposed Increase. Any Increase shall be in an amount of at least $5,000,000 (or, if the Available Revolving Increase Amount is less than $5,000,000, such remaining Available Revolving Increase Amount) and integral multiples of $1,000,000 in excess thereof. Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolving Commitments exceed the Available Revolving Increase Amount during the term of the Agreement. Each request for an Increase delivered by the Borrower to the Administrative Agent shall set forth the amount and proposed terms of the Increase.

  • Evidence of Debt; Repayment of Loans (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the principal amount of each Loan of such Lender as provided in Section 2.11.

  • Incremental Facilities (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term loans (the commitments thereto, the “New Term Loan Commitments”) and/or (y) increases in Revolving Credit Commitments (the “New Revolving Credit Commitments” and, together with the New Term Loan Commitments, the “New Loan Commitments”), by an aggregate amount not in excess of the Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments obtained on or prior to such date). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a “Series”) of New Term Loans for all purposes of this Agreement; provided that (A) if the use of proceeds of such New Loan Commitments is an acquisition or investment permitted under this Agreement, if agreed among the Borrower and the New Revolving Loan Lenders and/or New Term Loan Lenders, as applicable, customary “SunGard” limited conditionality shall apply to the effectiveness of such new Loan Commitments in lieu of the conditions set forth in clauses (i), (ii) and if applicable, (v), above and (B) if such New Loan Commitments are being used to replace or refinance Term Loans or Revolving Credit Commitments pursuant to clause (iii) of the definition of Maximum Incremental Facilities Amount (“Refinancing Commitments”), the conditions set forth in clauses (i) and (ii) above shall not apply.

  • Repayment of Loans; Evidence of Debt (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

  • Term Loans Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

  • Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.

  • Repayment of Revolving Loans The Revolving Loans and all other Liabilities (other than the Term Loan) shall be repaid on the last day of the Original Term or any Renewal Term if this Agreement is renewed pursuant to Section 10 hereof.

  • Incremental Loans Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Lender of such Class shall make its Commitment available to the Borrower (when borrowed, an “Incremental Revolving Loan” and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Commitment of such Class and (ii) each Incremental Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto.

  • Prepayment of Other Indebtedness, Etc (a) Amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

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