Authorization of the Note. The Company represents and warrants to the Purchasers that it has authorized the sale and issuance of convertible promissory notes in substantially the form attached hereto as Exhibit B (each a "Note").
Authorization of the Note. The Note has been duly authorized and when issued, will be the legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization of the Note. The Borrower has authorized the issuance and sale to the Purchaser of its 20% Senior Subordinated Note in an aggregate principal amount of Six Million Dollars ($6,000,000), in form and substance as set forth in EXHIBIT I attached hereto (collectively, if one or more promissory notes are issued as evidence of the Indebtedness, as the case may be, the "NOTE"). Payment of interest and principal shall be made pursuant to the terms and conditions set forth in the Note. The Purchaser and the Borrower further agree that the Borrower may, in the exercise of the Borrower's sole discretion at all times elect to pay up to four hundred (400) basis points of the twenty percent (20%) coupon of the Note in in-kind securities (the "PIK OPTION"). The "in-kind securities" shall be additional promissory notes issued upon identical terms and conditions as the Note. The PIK Option may be exercised on a monthly basis, upon fifteen (15) days written notice to the Purchaser prior to the first (1st) day of the subsequent month. All outstanding principal and unpaid interest shall be due and payable in full on December 31, 2005 (the "MATURITY DATE"). The Note shall contain terms, conditions and restrictions relating to mandatory and optional prepayments of all or any portion of the Note prior to the Maturity Date.
Authorization of the Note. The Credit Parties have authorized the issuance and sale to the Purchaser of a 14% Senior Promissory Note in an aggregate principal amount of at least $8,000,000.00 (the “Minimum Investment Amount”) and no more than $10,000,000.00 (the “Maximum Investment Amount”), in the form set forth as Exhibit A attached hereto (the “Note”), and a Warrant to purchase up to 4.99% of the fully diluted shares of Common Stock of ASTV, free of all Liens (the “Warrant”), in the form attached hereto as Exhibit C.
Authorization of the Note. The issuance and delivery of the Note has ------------------------- been duly authorized by all necessary corporate action on the part of Star Struck. The Note constitutes valid and legally binding obligations of Star Struck, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors rights generally
Authorization of the Note. The Company has authorized the issuance and sale to Purchaser of its Senior Secured Notes in an aggregate principal amount of up to $4,500,000, in form and substance as set forth in Exhibit A attached hereto (collectively, if more than one, the “Notes”, and individually, the “Note”). The Notes are sometimes collectively referred to herein as the “Securities.”
Authorization of the Note. The Note has been duly authorized by all necessary corporate action and, when issued and delivered in accordance with this Agreement, will constitute the legal, valid and binding obligation of Buyer enforceable in accordance with its terms (provided, however, that the Note cannot be converted into Preferred Shares without receipt of the Preferred Share Approval).
Authorization of the Note. Subject to the terms and conditions hereof, the Company has authorized the issuance at the Closing (as hereinafter defined) of a Convertible Promissory Note Due January 30, 1988 in the aggregate principal amount of $500,000 in substantially the form of Exhibit A attached hereto (the "Note"), which Note is convertible into shares of Series A Preferred Stock (as hereinafter defined), having the powers, preferences and other rights as set forth on Exhibit I to the Note.
Authorization of the Note. The Company has authorized the issuance and sale to Purchaser of its Senior Secured Notes (i) in an aggregate principal amount of up to $4,500,000 on the Original Closing Date (defined below), in form and substance as set forth in Exhibit A attached hereto (collectively, if more than one, the “Original Notes”, and individually, the “Original Note”) and (ii) in an aggregate principal amount of up to $3,500,000 on the Additional Closing Date (defined below), in form and substance as set forth in Exhibit A attached hereto (collectively, if more than one, the “Additional Notes”, and individually, the “Additional Note”). The Notes are sometimes collectively referred to herein as the “Securities.”
Authorization of the Note. The Company has authorized the issuance and sale of the Note in the principal amount of $250,000.
