Affiliate Notes. (i) Every Affiliate Note (and all securities issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon conversion thereof) that bears, or that is required under this Section 3.07 to bear, the Affiliate Notes Legend will be deemed to be a “Restricted Affiliate Note.” Each Restricted Affiliate Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Affiliate Notes Legend) and will be a Physical Note unless such restrictions on transfer are eliminated or otherwise waived by written consent of the Company, and each Holder of a Restricted Affiliate Note, by such Holder’s acceptance of such Restricted Affiliate Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Affiliate Note.
(ii) Any Affiliate Note (or any security issued in exchange therefor or substitution thereof, except any shares of Common Stock issued upon the conversion thereof) will bear the Affiliate Notes Legend unless:
(A) such Affiliate Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Company or (y) an affiliate of the Company (within the meaning of Rule 144) or a Person that was an affiliate of the Company within the three months immediately preceding such transfer and (2) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer;
(B) such Affiliate Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144), if ever, was transferred (1) to a Person other than (x) the Company or (y) an affiliate of the Company (within the meaning of Rule 144) or a Person that was an affiliate of the Company within the three months immediately preceding such transfer and (2) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; or
(C) the Company delivers written notice to the Trustee and the Registrar stating that the Restricted Notes Legend may be removed from such Note.
(iii) In addition no transfer of any Affiliate Note will be registered by the Registrar unless the transferring Holder delivers the form of assignment set forth on the Affiliate Note, with the appropriate box checked, to the Trustee.
(iv) Any Affiliate Note (or any security issued in exchange therefor or substitution thereof, except any shares ...
Affiliate Notes. Attached hereto as Schedule 10.20 is a true, accurate and complete schedule of all promissory notes made by any Affiliate payable to the order of a Borrower, a Wholly-Owned Subsidiary, a Portfolio Entity or a Related Entity, other than the Pledged Notes and the Excluded Notes.
Affiliate Notes. If any Notes are purchased by an Affiliate (“Affiliate Notes”), such Affiliate Notes would continue to constitute part of the same series as the other Notes issued pursuant to this Indenture, except with respect to voting rights under this Indenture. However, such Affiliate Notes would be held in certificated form and would not be freely transferable until twelve months following their sale by any Affiliate to a non-Affiliate unless sold in a transaction registered under the Securities Act or pursuant to Rule 144.
Affiliate Notes. Attached hereto as Schedule 10.21 is a true, accurate and complete schedule of all promissory notes made by any Affiliate payable to the order of a Borrower, a Primary Obligor or a Secondary Obligor, other than the Pledged Notes and the Excluded Notes. In furtherance and not in limitation of any restriction thereon set forth herein or in the other Loan Documents, if at any time after the Effective Date, any Affiliate borrows money or otherwise incurs Indebtedness from Borrower or a Primary Obligor or a Secondary Obligor (i) unless such borrowing is under and pursuant to the terms of a Pledged Note, Borrower shall immediately give Agent notice thereof and deliver a copy of the note evidencing such Indebtedness to Agent, (ii) if such Indebtedness is permitted pursuant to the terms hereof or consented to by the Majority Lenders and if requested in writing by the Agent, Borrower shall prepare a Schedule 10.21A setting forth the maker and holder of such note, the principal amount thereof and the payment terms thereof, and (iii) Borrower shall take the action required by Section 7.15(b).
Affiliate Notes. At the Closing, the Purchaser shall cause the Company to prepay the outstanding indebtedness under the Affiliate Notes, as set forth on Schedule 2.26 (an aggregate amount of $378,992), in exchange for the return of each of the original Affiliate Notes, marked "Paid in Full".
Affiliate Notes. 2.3(b) Agreement...................................................
Affiliate Notes. At the Effective Time, all of the notes receivable from, and loans to, officers of Arch set forth on Schedule 2.3(b) (the "Affiliate Notes") shall be, at the officer's choice, (i) repaid in full (including principal and accrued interest through the Closing Date) or (ii) amended and restated in substantially the form of the note and security agreement set forth as Exhibit A hereto.
Affiliate Notes. All holders of the Affiliate Notes shall have made the election provided in Section 2.3(b) with respect to all of their Affiliate Notes. Notification of such election shall have been made, in writing, to Sub.
Affiliate Notes. Attached hereto as Schedule 5.1(u) is a true, accurate and complete schedule of all promissory notes made by any Affiliate payable to the order of a Borrower, a Primary Obligor or a Secondary Obligor, other than the Pledged Notes and the Excluded Notes. If at any time after the date hereof, any Affiliate borrows money or otherwise incurs Indebtedness from Borrower, a Primary Obligor or a Secondary Obligor, Borrower shall immediately (i) give Agent notice thereof, (ii) deliver a copy of such note to Agent, (iii) prepare a Schedule 5.1(u)(iii) (other than the Pledged Notes and the Excluded Notes) (as amended from time to time) setting forth the maker and holder of such note, the principal amount thereof and the payment terms thereof, and (iv) if requested by Agent, cause the holder of such note to pledge such note to Agent pursuant to a Note Pledge Agreement, in form and substance acceptable to Agent, in its sole and exclusive discretion.
Affiliate Notes. CEC agrees to contribute, or cause its Affiliates to contribute, to CEOC an aggregate principal amount of Notes held by Affiliates as set forth opposite “Affiliate Notes” in the Consent Terms (the “Affiliate Notes”) and CEOC agrees to direct the trustee to cancel such Affiliate Notes upon the Closing. CEC acknowledges and agrees that it shall not be entitled to any consideration from CEOC in respect of the cancelled Affiliate Notes other than the various covenants and agreement set forth herein.
