Senior Convertible Note Sample Clauses
Senior Convertible Note. On September 30, 2024, Yorkville, advanced the Pre-Paid Advance to the Company and the Company issued the Senior Convertible Note, with an interest rate of 8.00% and a maturity date of September 30, 2025. Yorkville may convert the Pre-Paid Advance into shares of Common Stock at any time at the Conversion Price (as defined in the SEPA). The Company may, at any time, redeem all or a portion or the amounts outstanding under the Senior Convertible Note at 105% of the principal amount thereof, plus accrued and unpaid interest. The Company did not receive the proceeds from the Senior Convertible Note until October 1, 2024; therefore, it recorded a $14.3 million short-term financing receivable related to the Senior Convertible Note as of September 30, 2024. On December 16, 2024 and in conjunction with the Existing Credit Agreement, the Company paid down the Senior Convertible Note to $11.3 million. In January 2025, Yorkville converted $7.4 million of the Senior Convertible Note in exchange for 1.5 million shares of common stock. Subordinated Note. On September 30, 2024, the Company entered into the Subordinated Note with the Noteholders, in a principal amount of $5.0 million, with a maturity of September 30, 2025. The Subordinated Note has an interest rate of 10.00% and the Noteholders are entitled to a minimum return on capital of up to 2.0x upon the repayment, prepayment or acceleration of the obligations, or the occurrence of certain other triggering events under the Subordinated Note. The Subordinated Note is subordinated to the prior payment in full in cash to the Senior Convertible Note and any future senior secured revolving credit facility of the Company entered into after the Subordinated Note Effective Date. Pursuant to the terms of the Subordinated Note, the Company issued the Subordinated Note Warrants to purchase up to 1,141,552 shares of Common Stock to the Noteholders, vesting in tranches based on the date of repayment of the Subordinated Note. The Company did not receive a portion of the proceeds from the Subordinated Note until October 1, 2024; therefore, it recorded a $2.0 million short-term financing receivable related to the Subordinated Note as of September 30, 2024. On December 16, 2024 and in conjunction with the Existing Credit Agreement, the Company paid down the Subordinated Note to $3.2 million.
Senior Convertible Note. As of the Amendment Time, the Senior Convertible Note is hereby amended as follows:
(i) The definition of “Agreement” as defined in the Senior Convertible Note, is hereby amended to include this Amendment. The definition of “Senior Convertible Note”, as defined by each other Transaction Document, is hereby amended to include this Amendment.
(ii) Section 1 of the Senior Convertible Note is hereby amended and added with two new definitions as stated below:
Senior Convertible Note. On September 30, 2024, YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”), advanced an initial $15.0 million to the Company and the Company issued a convertible promissory note (the “Senior Convertible Note”), with an interest rate of 8.00% and a maturity date of September 30, 2025. In December 2024, and in conjunction with the Existing Credit Agreement, the Company made a $3.7 million payment on the Senior Convertible Note, resulting in a principal balance of $11.3 million as of December 31, 2024. Additionally, in January and February 2025, Yorkville converted the remaining $11.3 million of the Senior Convertible Note in exchange for 2.1 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”).
Senior Convertible Note. The Company hereby acknowledges and agrees that (i) the Company and Investors have executed a Senior Convertible Note representing the Tranche I Closing Total Purchase Price pursuant to the SPA (“Investor’s Note”) on September [ ], 2013 and (ii) the Company will deliver the Investor’s Note to Investor immediately upon the Company’s receipt in its bank account of the applicable Tranche I Closing Total Purchase Price from Investor.
Senior Convertible Note. In December 2024, and in conjunction with the Existing Credit Agreement, the Company made a $3.7 million payment on the Senior Convertible Note, resulting in a principal balance of $11.3 million as of December 31, 2024. Additionally, in January and February 2025, Yorkville converted the remaining $11.3 million of the Senior Convertible Note in exchange for 2.1 million shares of Common Stock.