Noteholders means the registered holders from time to time of the Notes.
Notes means this Note, the other Convertible Notes and any other notes issued upon an exchange or transfer of this Note in accordance with Article 2, Article 3 or Article 13, as applicable, or as a replacement in accordance with Article 8.
Notes Register means the register maintained by the Issuer, which includes a list of the names and addresses of each Holder, as well as the outstanding principal amount and interest amount owing to such Holder from time to time. The entries in the Notes Register shall be conclusive, and the Issuer may treat each Person whose name is recorded in the Notes Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Note. The Notes Register shall be available for inspection by any Holder, at any reasonable time and from time to time upon reasonable prior notice.
Omnibus Agreement means that certain Omnibus Investor Agreement, dated as of , 2021, by and among LC9 Connected Holdings, LP, Icon Preferred Holdings, L.P., Scott R. Watterson, SW ICON LLC, Gary E. Stevenson, GS ICON LLC, Robert C. Gay, BG ICON LLC, Wen-Chung Ko and the Issuer.
Options means (a) any options or warrants or other rights to subscribe for, purchase or otherwise acquire Common Stock, and (b) any evidence of indebtedness, shares of stock (other than Common Stock) or other securities which are directly or indirectly convertible or exchangeable for shares of Common Stock.
Pamplona means Icon Preferred Holdings, L.P. and its Permitted Transferees.
Permitted Transferee means, in respect of any Noteholder, (a) if an institutional investor, any Affiliate of such Noteholder in a bona fide transfer not part of a transaction or series of transactions that results in the direct or indirect transfer of all or any portion of a Convertible Note to a Person not an Affiliate of such Noteholder, and (b) if an individual, (x) any Transferee of such Noteholder following such Noteholders death by will or intestacy to such Noteholders legal representative, heir, legatee or distributees, or (y) (i) as a gift or gifts to such Noteholders Immediate Family and/or Affiliate, (ii) charitable gifts or (iii) transfers for bona fide estate planning purposes; provided, in the case of this clause (iii), that the Noteholder retains voting control of all Common Equity into which the Convertible Note may convert.
Person means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).
PIK Interest has the meaning set forth on the first page of this Note.