Authorization and Issuance of Notes. (a) The Issuer has duly authorized the issuance, sale and delivery of its Initial Senior Secured Notes on the Closing Date to be substantially in the form of Exhibit A-1 hereto which Initial Senior Secured Notes shall not exceed for any such Purchaser the Initial Senior Secured Note Commitment of such Purchaser and in the aggregate of $30,000,000. All such notes originally issued pursuant to this paragraph (a) being collectively called the “Initial Senior Secured Notes” and individually a “
Authorization and Issuance of Notes. The Issuer has duly authorized the issuance, sale and delivery of its Senior Secured Notes due 2026 in the aggregate principal amount of $86,859,108, to be dated the Closing Date, to mature on the Maturity Date, and to be substantially in the form of Exhibit A hereto. All such notes originally issued pursuant to this paragraph (a), or delivered in substitution or exchange for any thereof, being collectively called the “Notes” and individually a “Note”. Notwithstanding anything to the contrary set forth herein, the Notes will, upon the occurrence of the Closing Date, be immediately separable and transferable.
Authorization and Issuance of Notes. 2.5.1 All Loans made by the Banks as Line of Credit Loans will be evidenced by separate promissory notes of Borrower, in the form of EXHIBIT II to this Agreement (each a "Line of Credit Note" and collectively the "Line of Credit Notes"), to be executed and delivered by Borrower to each of the Banks, in the principal amount of each such Bank's Line of Credit Loan Commitment, on the Closing Date.
Authorization and Issuance of Notes. (a)The Issuer has duly authorized the issuance, sale and delivery of its Initial Senior Secured Notes on the Closing Date to be substantially in the form of Exhibit A-1 hereto which Initial Senior Secured Notes shall not exceed for any such Purchaser the Initial Senior Secured Note Commitment of such Purchaser and in the aggregate of $30,000,000. All such notes originally issued pursuant to this paragraph (a) being collectively called the “Initial Senior Secured Notes” and individually a “Initial Senior Secured Note”. Notwithstanding anything to the contrary set forth herein, the Initial Senior Secured Notes will, upon the occurrence of the Closing Date, be immediately separable and transferable. (b)The Issuer has duly authorized the issuance, sale and delivery of its Delayed Draw Senior Secured Notes on the CombinationAmendment No. 1 Closing Date to be substantially in the form of Exhibit A-2 hereto, which Delayed Draw Senior Secured Note shall not exceed for any such Purchaser the DDSSN Commitment of such Purchaser and in the aggregate of $20,000,00024,000,000. All such notes originally issued pursuant to this paragraph (b) being collectively called the “Delayed Draw Senior Secured Notes” and individually a “Delayed Draw Senior Secured Note”. Notwithstanding anything to the contrary set forth herein, the Delayed Draw Senior Secured Notes will, upon the occurrence of the CombinationAmendment No. 1 Closing Date, be immediately separable and transferable. (c)The Issuer has duly authorized the issuance, sale and delivery of its Additional Delayed Draw Senior Secured Notes on the Combination Closing Date to be substantially in the form of Exhibit A-3 hereto, which Additional Delayed Draw Senior Secured Note shall not exceed (i) depending on the percentage of shareholders of Acquiror who have elected to redeem their shares of Acquiror Class A Common Stock pursuant to the Acquiror Shareholder Redemption, the Additional DDSSN Commitment set forth opposite such percentage as set forth on the table below (it being understood that with respect to the Additional DDSSN Commitment corresponding to an Acquiror Shareholder Redemption percentage in between two adjacent tiers, the Additional DDSSN Commitment shall be 31 US-DOCS\127429400.24
Authorization and Issuance of Notes. All Advances made by Lender pursuant to the Loans shall be evidenced by, as applicable, the Sea Breeze Note and the High Point Note, executed and delivered by each of Sea Breeze and High Point, respectively to Lender on the Closing Date, payable to the order of Lender, and otherwise in form and substance satisfactory to Lender. The aggregate amount of the Initial Advance plus the outstanding balance of the Hellxx Xxxn on the Closing Date shall not exceed the Commitment Amount.
Authorization and Issuance of Notes. The issuance of the Notes has been duly authorized by all necessary corporate action on the part of Company and, upon delivery to each Purchaser of each Note against payment in accordance with the terms hereof, each Note will have been validly issued, free and clear of all pledges, liens, encumbrances and preemptive rights. The issuance of shares of Common Stock upon conversion of the Notes has been duly authorized by all necessary corporate action on the part of Company. When issued upon conversion of the Notes, such Conversion Shares will have been validly issued and fully paid and non-assessable, and none of the Conversion Shares will have been issued in violation of the preemptive rights of any security holders of Company arising as a matter of law or under or pursuant to Company’s certificate of incorporation, as amended, Company’s bylaws, as amended, or any agreement or instrument to which Company is a party or by which it is bound. Company has duly reserved 1,877,946 shares of Common Stock for issuance pursuant to the terms of the Notes. Under the rules of the American Stock Exchange, the laws of the State of Delaware and any other applicable law, the issuance of the shares of Common Stock upon conversion of the Notes by Purchasers does not require approval of the stockholders of Company.
Authorization and Issuance of Notes. Borrower has authorized the issuance of Notes in the aggregate principal amount of Two Hundred Million Dollars ($200,000,000). On the Closing Date, Borrower shall issue a Note, payable to the order of each Bank, substantially in the form of Exhibit N-1, with appropriate insertions. Each such Note shall be in an amount equal to such Bank's pro rata share of the Revolving Credit Facility Commitment in effect on the Closing Date. Borrower shall deliver each such Note to Agent for delivery to the appropriate Bank. The Notes delivered to the Banks shall evidence the aggregate outstanding principal balance of the Revolving Credit Facility Loans made, from time to time, to Borrower and the obligation of Borrower to repay the amount of any drawings made under Letters of Credit, together with interest accrued and unpaid thereon.
Authorization and Issuance of Notes. The Issuer has duly authorized the issuance, sale and delivery of its Senior Secured Notes due 2022 in the aggregate principal amount of €10,000,000, to be dated the Closing Date, to mature on the Maturity Date, and to be substantially in the form of Exhibit A hereto. All such notes originally issued pursuant to this Section 2.01, or delivered in substitution or exchange for any thereof, being collectively called the “Notes” and individually a “Note”. Each Note shall constitute a registered claim (vordering op naam) of the relevant Purchaser against the Issuer. Articles 229(e) to 229(k) of The Netherlands’ Commercial Code (Wetboek van Koophandel) do not apply to the Notes. Notwithstanding anything to the contrary set forth herein, the Notes will, upon the occurrence of the Closing Date, be immediately separable and transferable, subject to any mandatory provisions of Dutch law and limitations on transfer of the Notes set forth in Section 12.06. Under Dutch law one of the requirements for a valid transfer of a Note is a valid delivery (xxxxxxxx). Delivery of a Note under Dutch law requires the execution of an assignment deed (akte van cessie) between the assignor and the assignee and notification thereof by the assignor or the assignee to the Issuer.
Authorization and Issuance of Notes. On or before the Closing (as defined below), upon the terms and subject to the conditions set forth in this Agreement, the Company will have authorized the issuance of $175,000,000 in aggregate principal amount of its 3.75% Convertible Senior Notes due 2022 (the “Notes”) to the Purchasers.
Authorization and Issuance of Notes
