Convertible Debt Offering definition

Convertible Debt Offering means the sale by Borrower of Stock Equivalents to MG Partners II, Ltd. or its Affiliates in two tranches which results in Borrower’s receipt of not less than $6,000,000, the terms of which are substantially in accordance with Exhibit H, hereto.
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Convertible Debt Offering means an offering of Debt by the Parent, convertible into common stock (i) that, by its terms, shall not: (a) exceed $150,000,000 in the aggregate principal amount (including therein an over-allotment option); (b) bear interest per annum at a rate higher than 10.0%; (c) mature sooner than December 31, 2006; (d) be secured by any collateral security or Guaranteed (other than by Guarantees of the Borrowers or the Subsidiaries of the Parent that Guarantee Debt owed to the Lenders under this Agreement) or otherwise violate any provision of this Credit Agreement; (e) whether as Debt or after any conversion as Capital Stock, be callable or redeemable (except in the case of a change of control with respect to the Parent), in either case, by the holder thereof; or (f) be issued by the Parent on a date after June 30, 2002, and (ii) $100,000,000 of the proceeds of which will be invested as permitted by Section 6.16(g), (h), (i),
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Convertible Debt Offering means Borrower’s offering to certain persons of the Convertible Notes, on terms and conditions reasonably acceptable to Lender.
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Examples of Convertible Debt Offering in a sentence

  • Cyan Enters into a Merger Agreement with Ciena During the same period when Cyan was conducting the Convertible Debt Offering and its operational results were improving, it also explored potential strategic opportunities with other companies.

  • The Convertible Debt Offering ultimately raised $50 million.Under the indenture governing the convertible notes, if the notes are converted in connection with a merger, the converting note holder would receive the same consideration that a holder of the number of shares of Cyan common stock into which such notes were convertible immediately before the merger would have been entitled to receive in the merger, subject to the acquirer’s right to elect to pay cash in lieu of issuing shares.

  • By December 4, 2014, however, the board had not been able to secure sufficient commitments from unaffiliated investors to satisfy certain minimum investment conditions for the proposed Convertible Debt Offering.

  • Long-term debt, net consisted of the following: As of December 31, As of September 30, 2016 2017(in thousands)1.75% convertible senior notes due 2020$345,000 $345,000Credit facility 90,000 —Unamortized discount and deferred issuance costs (92,753) (77,604)Long-term debt, net$342,247 $267,396 Convertible Debt Offering On December 9, 2015, we completed an unregistered Rule 144A offering for the issuance of $345.0 million aggregate principal amount ofour 1.75% Convertible Senior Notes due 2020 (the "Notes").

  • In November 2019, we entered into a promissory note with Director Lawrence Schimmel for proceeds of $30,375 and he was issued 3,415 warrants pursuant to the Convertible Debt Offering of November 19, 2019.

  • In November 2019, we entered into promissory notes with Director John Waters for proceeds of $132,500 and he was issued 24,245 warrants pursuant to the Convertible Debt Offering of November 19, 2019.

  • In addition, holders of other Company debt exchanged their convertible debentures plus accrued interest, totaling $1.8 million for 2010/2011 Convertible Debt Offering notes.

  • Long-term debt, net consisted of the following: As of December 31, As of June 30, 2015 2016(in thousands)1.75% convertible senior notes due 2020$345,000$345,000Unamortized discount on convertible senior notes (110,423) (101,517)Long-term debt, net$234,577$243,483 Convertible Debt Offering On December 9, 2015, we completed an unregistered Rule 144A offering for the issuance of $345.0 million aggregate principal amount ofour 1.75% Convertible Senior Notes due 2020 (the “Notes”).

  • QuickLinks SIGNATUREINDEX TO EXHIBITSQuickLinks -- Click here to rapidly navigate through this documentContacts: Karen Lundstedt, Vice President, Corporate Communications Isis Pharmaceuticals, Inc.760-931-9200 ISIS PHARMACEUTICALS TO MAKE EARLY PAYMENT OF$74 MILLION OF 14% SENIOR SUBORDINATED DEBTCompany Plans to use Proceeds from Convertible Debt Offering to Retire Notes CARLSBAD, Calif., April 24, 2002—Isis Pharmaceuticals, Inc.

  • From April through July 2012, the Company had aggregate closings of the Convertible Debt Offering of$26,444,000, including $620,000 from the principal that remained outstanding on a stockholder loan at December 31, 2011.In July 2012, the Company amended and restated its certificate of incorporation and designated Series I Preferred Stock.


More Definitions of Convertible Debt Offering

Convertible Debt Offering means an offering of debt securities of Purchaser that are convertible into Purchaser’s common stock.
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Convertible Debt Offering means the offer and sale of debt securities convertible into common stock of Parent in compliance with the exemption from registration provided by Rule 144A under the Securities Act with net proceeds to Parent in an amount sufficient to pay the Aggregate Merger Consideration taking into account Parent’s cash on hand and the Subscription Agreements.
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Convertible Debt Offering has the meaning specified in SECTION 6.16(b).
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Related to Convertible Debt Offering

  • 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.

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

  • Permitted Convertible Debt means Indebtedness of the Borrower that is convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of Common Stock (or other securities or property following a merger event or other change of the Common Stock), 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 such Indebtedness shall (a) not require any scheduled amortization or otherwise require payment of principal prior to, or have a scheduled maturity date, earlier than, one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, (d) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes as determined in good faith by the board of directors of the Borrower or a committee thereof, (e) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms and (f) be on terms and conditions customary for Indebtedness of such type, as determined in good faith by the board of directors of the Borrower or a committee thereof; provided further, that any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of Borrower (or any of its Subsidiaries) (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.

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

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

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • 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).

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • 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.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Convertible Debenture means the 6% convertible debenture dated July 1, 2008 and due July 1, 2011, in the amount of CAD$10,000,000 issued by Orezone to the Debentureholder;

  • Convertible Senior Notes means those certain convertible senior notes issued by Borrower with a final maturity date of not less than ten (10) years from the date of issuance, in an amount not to exceed $150,000,000 with an interest rate up to 5.5% and subject to the terms set forth in the Convertible Senior Notes Offering Memorandum.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Cash-Out Refinancing A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

  • Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

  • Convertible Security Acquisition means an acquisition by a Person of Voting Shares upon the exercise, conversion or exchange of a Convertible Security received by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition;

  • Permitted Convertible Indebtedness means unsecured Indebtedness in the form of notes issued by the Borrower that (i) as of the date of issuance thereof contains terms, conditions, covenants, conversion or exchange rights, redemption rights and offer to repurchase rights, in each case, as are typical and customary for notes of such type, (ii) is convertible or exchangeable into a fixed number of shares of common stock of the Borrower (or Qualified Equity Interests following a merger event or other change of common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such Qualified Equity Interests), and cash in lieu of fractional shares of common stock of the Borrower, (iii) has a stated final maturity date that is no earlier than the date that is one hundred eighty (180) days after the Maturity Date (the “Earliest Date”), (iv) shall not be required to be repaid, prepaid, redeemed, repurchased or defeased (whether through scheduled amortization, principal payments, mandatory redemptions or payments of principal or otherwise), whether on one or more fixed dates, prior to the Earliest Date, except (x) upon the occurrence of an event of default, “fundamental change” or equivalent or (y) following the Borrower’s election to redeem such notes to the extent expressly permitted pursuant to Section 9.07(d) or as otherwise consented to by the Majority Lenders; provided that the right to convert such Indebtedness into Qualified Equity Interests, cash or any combination thereof shall not be deemed to violate this clause (iv), (v) is not supported by a Guaranty made or issued by any Subsidiary of the Borrower that is not an Obligor and (vi) does not provide for or require the payment of cash interest in excess of five and a half (5.5%) per annum2.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the Board of Directors shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Securitization Subsidiary, (b) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Issuer) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Issuer or any of its Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under the Credit Agreement and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

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

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.