Reference Notes definition

Reference Notes means, collectively, the NAI Notes and the Safeway Notes.
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Reference Notes. The 100% Senior Convertible Notes in denominations of USD 1,000 principal amount, original principal amount USD 345,000,000. Applicable Portion of the Reference Notes: 80.00%. For the avoidance of doubt, the Calculation Agent shall, as it deems necessary, take into account the Applicable Portion of the Reference Notes in determining or calculating any delivery or payment obligations hereunder, whether upon a Conversion Date (as defined below) or otherwise.
Sample 1
Reference Notes means those certain 4.50% Convertible Senior Notes due 2020 issued by Reference Issuer on or about May 5, 2010 in the aggregate principal amount of Twenty Four Million Dollars ($24,000,000). A Prospectus Supplement describing the Reference Notes is attached hereto as Schedule B.
Sample 1

Examples of Reference Notes in a sentence

  • Counterparty hereby agrees to promptly deliver to Seller a copy of all notices and other communications required or permitted to be given to the holders of any Reference Notes pursuant to the terms of the Note Indenture on the dates so required or permitted in the Note Indenture and all other notices given and other communications made by Counterparty in respect of the Reference Notes to holders of any Reference Notes.

  • Counterparty further covenants to Seller that it shall promptly notify Seller of each Conversion Date, Amendment Event (including in such notice a detailed description of any such amendment) and Repayment Event (identifying in such notice the nature of such Repayment Event and the principal amount at maturity of Reference Notes being paid).

  • Share-for-Other: The Transaction will be adjusted consistent with the Reference Notes as provided in the Note Indenture.

  • Share-for-Combined: The Transaction will be adjusted consistent with the Reference Notes as provided in the Note Indenture.

  • Consequences for Merger Events: Share-for-Share: The Transaction will be adjusted consistent with the Reference Notes as provided in the Note Indenture.

  • Consequences of Tender Offers: The Transaction will be adjusted consistent with the Reference Notes as provided in the Note Indenture.

  • Reference Securities: Scheduled U.S. dollar denominated issues of Debt Securities in large principal amounts, which may be either Callable Reference Notes, Reference Bonds or Reference Notes.

  • Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means, subject to the preceding paragraph, the occurrence of an event or condition that would result in an adjustment of the Conversion Rate of the Reference Notes pursuant to the Note Indenture.

  • Net Share Settlement or Net Cash Settlement consistent with Buyer’s election with respect to the Reference Notes converted on the applicable Conversion Date, provided that Net Share Settlement shall apply in the event that Buyer elects to deliver any Shares in connection with the applicable Conversion Date.

  • The Debt Securities may be issued as Reference Securities, which includes Callable Reference Notes, Reference Notes and Reference Bonds, or may be issued as any other Debt Securities, denominated in U.S. dollars or other currencies, with maturities of one day or longer and may be in the form of Notes or Bonds or otherwise.


More Definitions of Reference Notes

Reference Notes means each of the First Reference Notes, the Second Reference Notes and the Third Reference Notes (each a "Series of Reference Notes").
Sample 1
Reference Notes means (i) GMF’s 2.75 per cent. Senior Notes due 2016, 3.25 per cent. Senior Notes due 2018 and 4.25 per cent. Senior Notes due 2023 (the “2023 Notes”), in each case issued pursuant to the indenture dated as of 14 May 2013 among GMF, as issuer, AFSI, as guarantor, Wells Fargo Bank, National Association, as trustee, and the other parties signatory thereto; (ii) GMF’s 2.625 per cent. Senior Notes due 2017 and 3.50 per cent. Senior Notes due 2019, in each case issued pursuant to the indenture dated 10 July 2014 among GMF, as issuer, AFSI, as guarantor, Wells Fargo Bank, National Association, as trustee and the supplemental indentures thereto; (iii) any senior notes issued by GMF that (a) are issued pursuant to the Registration Statement on Form S-3 filed with the SEC (File No. 333-196531) or any registration statement subsequently filed with the SEC and(b) rank (or would otherwise rank if issued prior to 2023) pari passu with the 2023 Notes; and (iv) any Tranche of Notes issued under the Programme.
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Reference Notes has the same meaning assigned to such term in the relevant Back-to-Back Confirmation.
Sample 1
Reference Notes. The Original Reference Notes together with the Additional Reference Notes. Applicable Portion of the Reference Notes: 45%. For the avoidance of doubt, the Calculation Agent shall, as it deems necessary, take into account the Applicable Portion of the Reference Notes in determining or calculating any delivery or payment obligations hereunder, whether upon a Conversion Date (as defined below) or otherwise.
Sample 1
Reference Notes means the following notes and debentures issued by Assignee and any refinancing thereof: (i) those certain 8.75% senior unsecured notes due 2012 with an aggregate outstanding principal amount of approximately $88,500,000 as of the date hereof; (ii) those certain 7.5% senior unsecured notes due 2015 with an aggregate outstanding principal amount of approximately $785,000,000 as of the date hereof; (iii) those certain 8.375% senior unsecured notes due 2016 with an aggregate outstanding principal amount of approximately $1,047,000,000 as of the date hereof; (iv) those certain 7.125% senior debentures due 2018 with an aggregate outstanding principal amount of approximately $175,000,000 as of the date hereof; (v) those certain 7.75% senior unsecured notes due 2019 with an aggregate outstanding principal amount of approximately $1,100,000,000 as of the date hereof; (vi) those certain 7.625% senior debentures due 2026 with an aggregate outstanding principal amount of approximately $175,000,000 as of the date hereof; and (vii) those certain 8.316% subordinated capital income securities due 2027 with an aggregate outstanding principal amount of approximately $200,000,000 as of the date hereof.
Sample 1
Reference Notes. The Convertible Notes due January 1, 2024 (the "Maturity Date"), first putable on January 1, 2009 and issued by Mentor Corporation (the "Issuer") on December 22, 2003 pursuant to the Note Indenture (as defined below) with an original principal amount of $150,000,000. Conversion Event: Each conversion of any Reference Note into Shares (or cash or a combination of Shares and cash, as applicable) pursuant to the terms of the Note Indenture (the principal amount of Reference Notes so converted, the "Conversion Amount" with respect to such Conversion Event). If the Conversion Amount for any Conversion Event is less than the principal amount of Reference Notes then outstanding, then the terms of this Transaction shall continue to apply, subject to the terms and conditions set forth herein. Settlement Cutoff Date: The date that is thirty (30) days prior to the Expiration Date. By no later than the Settlement Cutoff Date, Party B may elect, by notice (the "Settlement Election Notice") in writing to Party A (given through the Agent), that Net Cash Settlement or Net Share Settlement shall apply with respect to all Conversion Events occurring on or after the Settlement Cutoff Date, in which case the Physical Settlement terms shall not apply with respect to such Conversion Events. If no Settlement Election Notice is delivered to Party A on or prior to the Settlement Cutoff Date, then the Physical Settlement terms shall apply with respect to all Conversion Events occurring on or after the Settlement Cutoff Date.
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Related to Reference Notes

  • Guidance notes This clause means what it says – provisions in the ITT and post-tender correspondence will all fall away and the completed contract document with Schedules comprises the entire agreement. It is therefore incumbent on buyers to copy the relevant provisions of the ITT and incorporate the relevant provisions of post-tender correspondence in the Schedules (see the guidance notes to each Schedule). The entire agreement approach avoids the need to refer back to the ITT and other extraneous documents and also has the advantage of allowing all relevant material to be incorporated together in one agreement signed under the Requirements of Writing (Scotland) Xxx 0000. When advisers come to look at the contract in future they can be certain that they are seeing the full picture in one document. The entire agreement document should be complete and ready to be signed before commencing the standstill period – if it cannot be pulled together then it is difficult to see how the contract is ready to be awarded.

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

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

  • 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.

  • B Notes means each of Note B-1 and Note B-2.

  • A Notes means each Note that has a designation starting with “A”, either individually or in the aggregate as the context may require.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • 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.

  • MAC Notes The Classes of Modifiable And Combinable STACR® Notes shown on

  • 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.

  • 2028 Notes has the meaning specified in the recitals of this First Supplemental Indenture.

  • 2015 Notes means the 8.375% senior notes due 2015 in the principal amounts of $615 million and €500 million issued pursuant to the 2015 Notes Indenture.

  • Class E Notes has the meaning assigned to such term in the Indenture.

  • 2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.

  • 2020 Notes means the 6.875% Senior Notes due 2020, issued by Pride International LLC, a Delaware limited liability company.

  • 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.

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

  • Exchange Note Interest Rate has the meaning stated in Section 2.2(a)(vi) of the Exchange Note Supplement.

  • Guidance Note Include the above provision when dealing with the appointment of English process agent by a non English incorporated Guarantor]  

  • 2017 Notes means the aggregate principal amount of US$600,000,000 of 6.25% Guaranteed Senior Notes Due 2017 issued pursuant to the 2017 Note Indenture.

  • High Yield Notes means the Senior Notes and Senior Subordinated Notes.

  • 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.

  • 2021 Notes means the 4.700% Senior Notes due 2021, originally issued by Ensco plc (now Valaris), a public limited company organized under the laws of England and Wales.

  • 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).

  • High Yield Securities means debt Securities and Preferred Stock, in each case (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or Bank Loans.