Transfer of Note. This Note has not been registered under the Securities Act of 1933 or applicable state law, and no interest or participation herein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless there is an effective registration statement under the Act and applicable state securities laws covering any such transaction or an exemption therefrom and upon approval by the Company. In the event this Note is transferred in accordance with this Section 3(j), the new holder shall be deemed to be the “Holder” with respect to the provisions of this Note.
No Transfer of Note. Until January 11, 2025, the [[Organization F:Organization]] shall not be permitted to transfer this Note, except pursuant to Section 11 of the Loan Agreement (“2024 Secured Note Purchase Option”). Any transfer of any interest in this Note effected prior to January 11, 2025 shall be deemed a nullity, and Maker shall deem the transferee to be without right or interest with respect to the Note.
Note. If requested, each [[Organization C:Organization]] that so requests shall have received Notes duly executed and delivered by an authorized officer of the Applicant Borrower;
Note. The Note (if same is requested by the [[Organization B:Organization]]) shall have been duly executed and delivered by the [[Organization A:Organization]] to [l],, as the sole [[Organization B:Organization]] on the Effective Date.
Note Financing. From time to time following the closing of the Merger, the Buyer will loan funds to the Company and receive in exchange from HoldCo a promissory note in the form attached hereto as [Exhibit B] (the "HoldCo Note").
Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note.
Revolver Note. On the Closing Date, Borrowers shall execute and deliver to the order of the Bank a promissory note instrument in the stated face principal amount of $15,000,000.00 (the "Revolver Note"). The Revolver Note shall be dated as of the Closing Date and shall bear interest on unpaid balances of principal from time to time outstanding at a variable annual rate equal from day to day to the Base Rate plus one hundred and fifty basis points (1.50%), and in no event lower than 8.50%. The Revolver Note shall be payable as set forth therein. After maturity (whether by acceleration or otherwise), the Revolver Note shall bear interest at a per annum rate equal from day to day to the Default Rate payable on demand, unless there has been no default in Borrowers' payment obligations (other than Borrowers' failure to pay all unpaid principal and all accrued but unpaid interest due and payable at the Revolver Final Maturity Date) and Borrowers and Bank are negotiating a renewal or extension of the Revolver Note, in which circumstance the non-Default Rate specified herein shall continue to apply, but only until the Bank deems negotiations complete, in its sole discretion. Interest shall be calculated on the basis of a year of 360 days, but assessed for the actual number of days elapsed in each accrual period. Notwithstanding the stated face principal amount of the Revolver Note from time to time, in no event shall Borrowers request nor shall Bank be obligated to make any Revolver Loan advance that causes or results in the aggregate outstanding principal amount of the Revolver Note plus Letters of Credit Exposure to exceed the lesser of the then applicable Revolver Commitment Amount or the Collateral Borrowing Base then in effect.
Revolver Note. Borrowers shall have delivered the Revolver Note to the order of the Bank, appropriately executed.
The Previous Promissory Note shall hereby be canceled and revoked and GEMYB hereby waives any and all of its rights under and in connection with the Previous Promissory Note.
Transfer. Shareholder agrees that, at all times during the period beginning on the date hereof and ending at the Expiration Time, Shareholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement regarding any Transfer, in each case without the prior written consent of the [[Organization B:Organization]]. Shareholder agrees that any Transfer in violation of this Agreement shall be void and of no force or effect. Notwithstanding anything to the contrary contained herein, Shareholder’s participation in the Offer (as defined in the Merger Agreement) shall not be deemed a Transfer and shall not be limited by the terms of this Agreement.
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