Circle Star Energy Corp Sample Clauses

Circle Star Energy Corp a corporation organized under the laws of a corporation organized under the laws of the Republic of the Mxxxxxxx Islands the State of Nevada By: /s/ Axxxxxx Killarney By: /s/ S. Jxxxxxx Xxxxxxx Name: Axxxxxx Killarney Name: S. Jxxxxxx Xxxxxxx Its: Director Its: Chief Executive Officer Sxxxxxx XX a corporation organized under the laws of the Republic of the Mxxxxxxx Islands By: /s/ Axxxxxx Killarney Name: Axxxxxx Killarney Its: Director SIGNATURE PAGE TO SETTLEMENT AGREEMENT EXHIBIT A Form of Amended and Restated 12% Convertible Note Due December 31, 2014 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. AMENDED AND RESTATED 12% CONVERTIBLE NOTE Due December 31, 2014 No: 2013 CN - 01 February 28, 2014 US$ 1,155,000.00 For value received, Circle Star Energy Corp., a Nevada corporation (the “Company”), promises to pay to [name], [address] (the “Holder”), the principal sum of $1,155,000.00, on December 31, 2014 (the “Stated Maturity Date”), unless payable earlier under the terms set forth in Section 1. This 12% Convertible Note, due December 31, 2014 (this “Note”), is one of an authorized issue of Notes each designated as “12% Convertible Note, due December 31, 2014” (collectively, the “Notes”), replaces and supersedes the 10% Convertible Note, due February 8, 2013, and is issued subject to an Amended and Restated Inter-Creditor Agreement (the “Inter-Creditor Agreement”) made effecti...
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Related to Circle Star Energy Corp

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Public Utility Holding Company Neither the Company nor any Subsidiary is, or will be upon issuance and sale of the Securities and the use of the proceeds described herein, subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the Federal Power Act, the Interstate Commerce Act or to any federal or state statute or regulation limiting its ability to issue and perform its obligations under any Transaction Agreement.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Corporation The Corporation will not, by amendment of its Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Warrant against impairment.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Energy Conservation Tenant shall not waste electricity, water, heat or air conditioning and agrees to cooperate fully with Landlord to insure the most effective operation of the Building's heating and air conditioning, and shall not allow the adjustment (except by Landlord's authorized Building personnel) of any controls.

  • Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.

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