Exit Note definition

Exit Note means a subordinated promissory note of the Company dated as of the Eighth Year Put Closing Date (a) in an aggregate principal amount equal to the Share Price as of the Eighth Year Put Closing Date, (b) bearing interest from the Eighth Year Put Closing Date to the maturity date at the Applicable Rate as of the Eighth Year Put Closing Date, payable in arrears on the maturity date, (c) having a final maturity date of (i) if the Unilever Stockholder’s Ownership Interest on the Eighth Year Put Closing Date is 10% or less, 1 year from the Eighth Year Put Closing Date, or (ii) if the Unilever Stockholder’s Ownership Interest on the Eighth Year Put Closing Date is more than 10%, 90 days from the Eighth Year Put Closing Date, and (d) providing for the terms and conditions, including, without limitation, the terms relating to ranking, subordination covenants, other terms and rights and remedies relative to other creditors of the Company Group, set forth on Exhibit 3. The holder of the Exit Note shall not transfer such Note to any other Person except (x) a Unilever Group Member of which Unilever has Unilever Required Control (subject to compliance with Sections 7.3 and 7.4, which Sections shall apply, mutatis mutandi, to the Exit Note), or (y) a Person that is previously approved in writing by the Company, which approval may be granted or withheld in the Company’s sole discretion.
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Exit Note means an official notification from customs either printed or in electronic format, indicating that a person has completed the clearance procedure and his goods may leave customs controlled area;
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Examples of Exit Note in a sentence

  • For the avoidance of doubt, the delivery of the Exit Note in accordance with Section 8.3 shall not be subject to any of the conditions set out in this Section 8.4.

  • The Company shall ensure that no register of the Common Stock, the Note or the Exit Note will be kept in the United Kingdom by or on behalf of the Company.

  • Subject to subsection (d) of this Section 8.13, upon the Unilever Stockholder making any such election(s) (which shall be communicated to the Company by written notice), the Company shall use its best efforts to consummate such Eighth Year Actions no later than the maturity date of the Exit Note and shall, and shall be entitled to, take all reasonable steps on its part as are necessary to carry out such Eighth Year Actions, including structuring such Eighth Year Actions to avoid any violation of the DGCL.

  • Exit noteholder to have the same representation and related rights described in Article IV as that held by the Unilever Stockholder immediately prior to the issuance of the Exit Note for periods through full repayment of the Exit Note.

  • The Exit Note will contain covenants identical to those contained in Article VI and Section 4.10 of the Stockholders’ Agreement, with such changes to be made mutatis mutandi as may be necessary to reflect the fact that the Unilever Stockholder’s hold the Exit Note rather than Shares.

  • The Debtors shall timely seek approval from the Bankruptcy Court to obtain relief necessary to effectuate the Exit Facility and the New Exit Note, as applicable.

  • New Exit Note: If the Plan Sponsor and the Debtors determine that post-emergence liquidity from the Exit Facility, the Backstop Commitment, the Rights Offering, and the Incremental Equity Investment is insufficient (including to account for any potential contingency), the Plan Sponsor may, at its sole option, provide the New Exit Note in an amount and on terms to be agreed upon between the Plan Sponsor and the Debtors.

  • Each of the Company and each Subsidiary has filed all Federal tax returns and other material tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

  • Program Exit Note: Standard Concentration is for those individuals with no prior teaching certification who are not employed and do not have verification of intent to employ by a school district as a teacher in their chosen content area.

  • To the extent that the Base Note Indenture, PIK Toggle Notes Supplemental Indenture and the Exit Note Supplemental Indenture are amended so that the requirement set forth in (y) above is modified, the Lenders agree to amend this Agreement in order to reflect a corresponding amendment to such section (y).

Related to Exit Note

  • debit note means a document issued by a registered person under sub-section (3) of section 34;

  • Term Note means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

  • Credit Note means a document issued by a registered person under sub-section (1) of section 34;

  • Loan Note means each Loan Note of the Borrower in the form of Exhibit C attached hereto, payable to the order of a Funding Agent for the benefit of the Lenders in such Funding Agent’s Lender Group, in the aggregate face amount of up to such Lender Group’s portion of the Maximum Facility Amount, evidencing the aggregate indebtedness of the Borrower to the Lenders in such Funding Agent’s Lender Group.

  • Bridge Note means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto with appropriate insertions, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from any Bridge Loans made by such Lender.