Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge or other fees will be payable for such registration of transfer or exchange.
The Notes are in registered form without coupons in denominations of principal amount and whole multiples of in excess thereof. No Holder shall assign any interest in its Initial Notes or Roll-Up Notes or New Money DIP Notes unless # it sells the same percentage of its Initial Notes, Roll-Up Notes and New Money DIP Notes and any unfunded commitments to the assignee, # such assignee, in its capacity as a Holder of Initial Notes, Roll-Up Notes and New Money DIP Notes and commitments, has provided its consent to any amendment or supplement to the Indenture, the Initial Notes, any Security Document or the Intercreditor Agreement, to permit the transactions contemplated by the Third Supplemental Indenture, the issuance of the DIP Notes and all other documents, agreements and instruments executed in connection therewith and # such Holder and assignee have completed # updated purchaser schedules in the New Money DIP Note Purchase Agreement reflecting their respective commitments after giving effect to such assignment, # a joinder to the New Money DIP Note Purchase Agreement in the form of an assignment agreement set forth on [Schedule 13.3] thereto, # an Assignment Agreement (in the form attached hereto, or in such other form and substance accepted by the Roll-Up Notes Agent in its sole discretion (the “Assignment Agreement”) has been duly executed by such assignor and
No Bearer Certificates; Denominations. The Warrants will be issued only in registered form and only in denominations equal to a whole numbers of Warrants.
Denominations; Transfers and Exchanges. All Warrants will be in registered form an in denominations equal to any whole number of Warrants. Subject to the terms of the Warrant Agreement, the Holder of the Warrants represented by this Certificate may transfer or exchange such Warrants by presenting this Certificate to the Registrar and delivering any required documentation or other materials.
Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the Holder hereof at the time of such surrender.
certificates for the Registered Securities to be in such denominations or amounts as the case may be, as the Subscriber
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.
12D.Form, Registration, Transfer and Exchange of Notes; Transfer Restriction. The Notes are issuable as registered notes without coupons in denominations of at least , except as may be necessary to reflect any principal amount not evenly divisible by . The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of
“VWAP” shall mean for any Trading Day, the daily volume weighted average price of the Common Shares for the specified period of time or full Trading Day, as applicable, on the Principal Market during regular trading hours as reported by Bloomberg L.P. All such denominations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.
Section # The Series B Bonds shall be redeemable prior to their maturity, in whole, or from time to time in part, as, and at the times and respective redemption prices, provided in the form of Series B Bond set forth in [Section 3] of this [Article I]. In case any Series B Bond is to be redeemed in part only, the notice which relates to such Bond shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Bond, the holder will receive the redemption price in respect of the principal amount thereof called for redemption and a new Series B Bond or Bonds of authorized denominations for the principal amount thereof remaining unredeemed or, at the option of the holder of such Series B Bond called for redemption, the Trustee, in lieu of delivering a new Series B Bond or Bonds as aforesaid, will make a notation on such Series B Bond called for redemption of the payment of the redeemed portion thereof; and the notice shall further state that, notwithstanding the foregoing, on the date fixed for redemption, the holder of any Series B Bond to be redeemed in part only will receive the redemption price in respect of the principal amount thereof called for redemption without the surrender of such Bond, provided that there shall have been filed with the Trustee an agreement between the registered owner of such Bond and the Company whereby the holder will receive the redemption price in respect of the principal amount thereof called for redemption without such surrender, and such holder agrees that he will, prior to delivery upon sale, transfer or other disposition, surrender such Bond to the Trustee in exchange for a new Series B Bond or Bonds of authorized denominations for the unredeemed balance of the principal amount thereof. The Trustee is authorized to act in accordance with any such agreement and shall, subject to the provisions of [Section 14.01] of the Indenture, have no liability to any holder of Series B Bonds, the Company, or otherwise for failure of any holder of Series B Bonds to submit such Series B Bonds to the Trustee as aforesaid.’ The Company hereby agrees to indemnify the Trustee against, and hold it harmless from, any loss or damage resulting from any act or omission on the part of any Bond holder or the Company in connection with any such agreement and against any liability resulting from any action, subject to the provisions of [Section 14.01] of the Indenture, taken by the Trustee in accordance with the provisions of any such agreement.
Commencing on the date hereof , the Holder may at any time prior to , Pittsburgh time, on , convert the principal amount of this Note or any portion of the original principal amount outstanding under this Note on the date of its initial issuance (unless such amount is the only amount then remaining outstanding under this Note in which event the conversion of the remaining principal amount then outstanding shall be permitted) into fully paid and nonassessable shares of the Borrowers restricted Common Stock, par value $.0001 per share (the “Common Stock”), on the basis of one share of such stock for each $ ($.20) (the “Conversion Price”) in principal amount and any accrued but unpaid interest of this Note. Such conversion shall be effected by the surrender of this Note at the principal office of the Borrower (or such other office or agency of the Borrower in the continental United States as the Borrower may designate by notice in writing to the Holder) at any time during usual business hours, together with notice in writing that the Holder wishes to convert a portion or all of this Note, which notice shall also state the name(s) (with addresses) and denominations in which the certificate(s) for Common Stock shall be issued and shall include instructions for delivery thereof. Such conversion shall be deemed to have been effected as of the close of business on the date on which this Note shall have been surrendered and such notice shall have been received, and at such time (the “Voluntary Conversion Date”) the rights of the Holder with respect to the principal amount of the Note converted shall cease and the person(s) in whose name(s) any certificate(s) for Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate(s). As soon as practicable after the Voluntary Conversion Date, the Borrower shall deliver to, or as directed by, the Holder, certificates representing the number of shares of Common Stock issuable by reason of such conversion registered in such name or names and such denomination or denominations as the Holder shall have specified, together with cash as provided in [Section 8] in respect of any fraction of a share of such stock otherwise issuable upon such conversion. The Borrower shall also make payment to the Holder of accrued interest to the date of conversion on the portion of the Note converted in accordance with the manner of payment provisions of [Section 1] of this Note. In each case of conversion of this Note in part only, the Borrower shall receive and hold this Note as a fiduciary agent of the Holder, shall endorse on this Note the date and amount of this Note so converted, and such amount shall be deemed no longer outstanding. Upon such endorsement, the Borrower shall promptly return this Note to the Holder.
The sale and purchase of the Notes to be purchased by you and the Other shall occur at the offices of Foley & Lardner LLP, 321 North Clark Street, Suite 2800, Chicago, Illinois 60654-5313, at 9:00 a.m., Chicago time, at a closing (the Closing) on March 29, 2018. At the Closing the will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the or their order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company (for the benefit of the ) to account number 1 731 0172 5153 at US Bank National Association, Minneapolis Office, 800 Nicollet Mall, Minneapolis, MN 55402, ABA No. 091000022. If at the Closing any Obligor fails to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.
Registration of transfer of this Bond may be made and this Bond may be exchanged as prescribed in the Indenture by the registered owner in person or by duly authorized attorney, at the Corporate Trust Office of the Trustee, or at such other offices or agencies of the Trustee or the Company as shall be maintained for such purpose, upon the surrender of this Bond, and thereupon a new Bond or Bonds of authorized denominations of the same Series for a like aggregate principal amount will be issued to the transferee, all in the manner and subject to the terms, conditions and limitations specified in the Indenture. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Company and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal and interest due hereon (subject to the provisions of the first paragraph on the face of this Bond), and for all other purposes, and neither the Company, the Trustee nor any paying agent or agency shall be affected by any notice to the contrary, whether this Bond or such interest shall be overdue or not.
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in [Section 4(d)] hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
This Agreement shall be executed and delivered in advance of the Closing at the offices of Chapman and Cutler LLP, 320 South Canal Street, 60606, on . The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South Canal Street, 60606 at , central daylight time, at a closing (the “Closing”) on or on such other Business Day thereafter on or prior to as may be agreed upon by and the . At the Closing will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least U.S. as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of to Account Number at Bank of America, N.A., Dallas, Texas, for (US) Interests Holdings, Inc., ABA No. 026009593, SWIFT No. []. If at the Closing shall fail to tender such Notes to any Purchaser as provided above in this [Section 3], or any of the conditions specified in [Section 4] shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its Note Purchase Agreement Inc.
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