Amendment of Convertible Notes Sample Clauses

Amendment of Convertible Notes. Without the prior written consent of Xxxxxxx, the Company will not enter into any amendment or supplement of the indenture that governs the Convertible Notes that would materially adversely affect Xxxxxxx for so long as Xxxxxxx holds at least 50% of the Convertible Notes it receives in the Exchange Offers.
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Amendment of Convertible Notes. Each Convertible Note is hereby amended as follows: (a) Directly under the heading of each Convertible Note, the phrase "Due February 15, 2004" is hereby amended to read "Due April 30, 2004." (b) The first paragraph of Section 1 of the Note, beginning with the second sentence, and the second paragraph of Section 1 of the Note, are hereby amended to read in their entirety as follows:
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Amendment of Convertible Notes. 20 5.5 Pre-Clear Merger..............................................20
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Amendment of Convertible Notes. Prior to the Closing Date, the Company shall cause those certain promissory notes listed on SCHEDULE 4.18 (the "CONVERTIBLE NOTES") to be amended to delete any obligations thereunder to (i) prepay or redeem such note prior to its schedule maturity date and (ii) issue any shares of capital stock or any other equity interest of the Parent upon conversion of such note or otherwise.
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Amendment of Convertible Notes. To amend and restate the Convertible Notes pursuant to Section 1(a), simultaneously with the execution and delivery of this Agreement: (i) ULB is issuing and FA is accepting a successor Convertible Note dated the Settlement Date, in the principal amount of $350,000, substantially in the form of Exhibit A, and in exchange therefor, FA is surrendering to ULB FA's $500,000 Convertible Note dated April 1, 2007; (ii) ULB is issuing and JE is accepting a successor Convertible Note dated the Settlement Date, in the principal amount of $700,000, substantially in the form of Exhibit A, and in exchange therefor, JE is surrendering to ULB JE's $1,000,000 Convertible Note dated April 1, 2007; (iii) ULB is issuing and TH is accepting a successor Convertible Note dated the Settlement Date, in the principal amount of $3,237,500, substantially in the form of Exhibit B, and in exchange therefor, TH is surrendering to ULB TH's $4,625,000 Convertible Noted dated April 1, 2007; (iv) ULB is issuing and EM is accepting a successor Convertible Note dated the Settlement Date, in the principal amount of $3,237,500, substantially in the form of Exhibit B, and in exchange therefor, EM is surrendering to ULB EM's $4,625,000 Convertible Note dated April 1, 2007; (v) ULB is issuing and GM is accepting a successor Convertible Note dated the Settlement Date, in the principal amount of $3,237,500, substantially in the form of Exhibit B, and in exchange therefor, GM is surrendering to ULB GM's $4,625,000 Convertible Note dated April 1, 2007; (vi) ULB is issuing and LH is accepting a successor Convertible Note dated the Settlement Date, in the principal amount of $3,237,500, substantially in the form of Exhibit B, and in exchange therefor, LH is surrendering to ULB LH's $4,625,000 Convertible Note dated April 1, 2007; and (vii) each of Seller, FA, JE, TH, EM, GM, LH and ULB is executing and delivering an Amendment to Subordination and Intercreditor Agreement with JPMorgan Chase Bank, N.A., as Senior Lender Representative, dated on or about the date hereof, substantially in the form of Exhibit C, which, in connection with the transactions contemplated hereby, amends the Subordination and Intercreditor Agreement dated as of July 3, 2006 among Seller, ULB and Senior Lender Representative.
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Amendment of Convertible Notes. Each outstanding Convertible Note is hereby is amended by amending the definition of “Applicable Rate” therein to read in its entirety as follows:
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Related to Amendment of Convertible Notes

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Convertible Note 9 Section 3.8

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Amendment of the Rights Agreement Section 1(b) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • Investment Agreement AUGUST.2017 12

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

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