First Closing Notes definition

First Closing Notes is defined in Section 1.
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First Closing Notes has the meaning set forth in the Recitals.
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First Closing Notes means the Notes to be issued at the First Closing as set forth in Section 3.
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Examples of First Closing Notes in a sentence

  • The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the First Closing Notes (including all Required Approvals), all of which shall be and remain so long as necessary in full force and effect.

  • Subject to the terms and conditions set forth in this Agreement, at the First Closing, the Company shall issue and sell to each First Closing Investor, and each First Closing Investor shall, severally and not jointly, purchase from the Company, First Closing Notes in the principal amount set forth across from such First Closing Investor’s name under the heading “Principal Amount of First Closing Note” on the Schedule of Investors, at a purchase price equal to the principal face amount thereof.

  • As of the First Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number of Note Shares issuable upon conversion of the First Closing Notes based on the initial Conversion Price (as defined in the Notes) of $8.11.

  • Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each First Closing Investor, and each First Closing Investor shall, severally and not jointly, purchase from the Company, First Closing Notes in the principal amount set forth across from such First Closing Investor’s name under the heading “Principal Amount of First Closing Note” on the Schedule of Investors, at a purchase price equal to the principal face amount thereof.

  • Without limiting the provisions of Section 14.1, there shall be paid from the proceeds of the First Closing Notes (a) the reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇ in connection with the Transaction, and (b) the reasonable fees, charges and disbursements of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ in connection with the Transaction in an amount not to exceed $12,000.

  • The Obligors shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the First Closing Notes, all of which shall be and remain so long as necessary in full force and effect.

  • Section 2.1. First Closing Notes 1 Section 2.2. Subsequent Closing Notes.

  • Upon the Company’s receipt of notice from any of the holders of the other Notes or First Closing Notes for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4 or Section 5.2 (each, an “Other Redemption Notice”), the Company shall immediately, but no later than five (5) Business Days after its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice.

  • At least three Business Days prior to the date of the First Closing, each applicable Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the First Closing Notes is to be deposited.

  • The Company will apply the proceeds of the sale of the First Closing Notes to repay outstanding indebtedness under the Bank Facility (but not, unless the Company otherwise determines, permanently reduce the amounts available thereunder), and for general corporate purposes.


More Definitions of First Closing Notes

First Closing Notes has the meaning specified in Section 3.1.
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First Closing Notes are the Series DD Notes, the Series EE Notes, the Series FF Notes and the Series GG Notes which are being purchased at the First Closing in the aggregate principal amount of $110,000,000 as identified in Schedule A hereto. The “Second Closing Notes” are the Series DD Notes, the Series EE Notes, the Series FF Notes and the Series GG Notes which are being purchased at the Second Closing in the aggregate principal amount of $125,000,000 as identified in Schedule A hereto. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement The Series DD Notes, the Series EE Notes, the Series FF Notes and the Series GG Notes (collectively, the “Notes”) shall be substantially in the form set out in Exhibits 1-A, 1-B, 1-C and 1-D, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Series DD Notes shall bear interest from the date of issuance at a fixed rate equal to 2.74% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2013) and at maturity and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series EE Notes shall bear interest from the date of issuance at a fixed rate equal to 3.20% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2013) and at maturity and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7. The Series FF Notes shall bear interest from the date of issuance at a fixed rate equal to 3.57% per annum payable semiannually on the 19th day of each June and December in each year (commencing June 19, 2013) and at maturity and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the D...
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First Closing Notes means the Notes issued on the First Closing Date.
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First Closing Notes has the meaning specified in the Note Purchase Agreement.
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First Closing Notes is defined in Section 3.
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Related to First Closing Notes

  • First Closing has the meaning set forth in Section 2.2(a).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Second Closing has the meaning set forth in Section 2.2.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Second Closing Date means the date of the Second Closing.