Common use of Convertible Note Clause in Contracts

Convertible Note. At any time between the date hereof and Closing, X'Xxxx and Xxxx may continue to lend up to Six Million Dollars ($6,000,000) to Web or Big Stuff pursuant to a "CONVERTIBLE NOTE", described below. The Convertible Note includes amounts lent by X'Xxxx and Xxxx to Web or Big Stuff since January 1, 1999. The Convertible Note will provide additional working capital required by Web or Big Stuff (i) to consummate the contemplated contractual arrangements with Excite and to fulfill its obligations thereunder, (ii) to pay for extraordinary capital expenditures approved in advance by a disinterested majority of the Board of Directors of the Parent, including consummation of contractual arrangements with other entities similar to those with Excite, or (iii) for working capital purposes, including for ordinary capital expenditures. The conversion feature of the Convertible Note shall provide that the principal amount of the Convertible Note, but not the accrued but unpaid interest, shall be automatically converted into Parent common stock at Closing at a conversion price of $5.50 per share. If the acquisition of WorldPages contemplated by this Restated Agreement and the Restated Big Stuff Agreement shall not be consummated, the conversion feature shall not be operable, and Parent shall have no obligations under the Convertible Note. The parties agree that notwithstanding anything herein or in the Restated Big Stuff Agreement to the contrary, there shall be no "doubling" of the amount which may be lent by X'Xxxx and Xxxx to Web or Big Stuff and that an aggregate maximum amount of $6,000,000 may be lent by X'Xxxx and Xxxx to Web and Big Stuff, collectively.

Appears in 1 contract

Samples: Web Yp Acquisition Agreement (Advanced Communications Group Inc/De/)

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Convertible Note. At any time between the date hereof and Closing, X'Xxxx and Xxxx may continue to lend up to Six Million Dollars ($6,000,000) to Web or Big Stuff or Web pursuant to a "CONVERTIBLE NOTE", described below. The Convertible Note includes amounts lent by X'Xxxx and Xxxx to Web or Big Stuff or Web since January 1, 1999. The Convertible Note will provide additional working capital required by Web or Big Stuff or Web (i) to consummate the contemplated contractual arrangements with Excite and to fulfill its obligations thereunder, (ii) to pay for extraordinary capital expenditures approved in advance by a disinterested majority of the Board of Directors of the Parent, including consummation of contractual arrangements with other entities similar to those with Excite, or (iii) for working capital purposes, including for ordinary capital expenditures. The conversion feature of the Convertible Note shall provide that the principal amount of the Convertible Note, but not the accrued but unpaid interest, shall be automatically converted into Parent common stock at Closing at a conversion price of $5.50 per share. If the acquisition of WorldPages contemplated by this Restated Agreement and the Restated Big Stuff Web Agreement shall not be consummated, the conversion feature shall not be operable, and Parent shall have no obligations under the Convertible Note. The parties agree that notwithstanding anything herein or in the Restated Big Stuff Web Agreement to the contrary, there shall be no "doubling" of the amount which may be lent by X'Xxxx and Xxxx to Web or Big Stuff or Web and that an aggregate maximum amount of $6,000,000 may be lent by X'Xxxx and Xxxx to Web Big Stuff and Big StuffWeb, collectively.

Appears in 1 contract

Samples: Big Stuff Acquisition Agreement (Advanced Communications Group Inc/De/)

Convertible Note. At any time between the date hereof ---------------- and Closing, X'Xxxx and Xxxx may continue to lend up to Six Ten Million Dollars ($6,000,00010,000,000) to Web or Big Stuff pursuant to a "CONVERTIBLE NOTE", described below. The Convertible Note includes amounts lent by X'Xxxx and Xxxx to Web or Big Stuff since January 1, 1999. The Convertible Note will provide additional working capital required by Web or Big Stuff (i) to consummate the contemplated contractual arrangements with Excite and to fulfill its obligations thereunder, (ii) to pay for extraordinary capital expenditures approved in advance by a disinterested majority of the Board of Directors of the Parent, including consummation of contractual arrangements with other entities similar to those with Excite, or (iii) for working capital purposes, including for ordinary capital expenditures. The conversion feature of the Convertible Note shall provide that the principal amount of the Convertible Note, but not the accrued but unpaid interest, shall be automatically converted convertible into Parent common stock at any time on or after Closing at a conversion price of $5.50 per share. If the acquisition of WorldPages contemplated by this Restated Agreement and the Restated Big Stuff Web Acquisition Agreement shall not be consummated, the conversion feature shall not be operable, and Parent shall have no obligations under the Convertible Note. The parties agree that notwithstanding anything herein or in the Restated Big Stuff Web Acquisition Agreement to the contrary, there shall be no "doubling" of the amount which may be lent by X'Xxxx and Xxxx to Web or Big Stuff and that an aggregate maximum amount of $6,000,000 10,000,000 may be lent by X'Xxxx and Xxxx to Web and Big Stuff, collectively.

Appears in 1 contract

Samples: Acquisition Agreement (Advanced Communications Group Inc/De/)

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Convertible Note. At any time between the date hereof and ---------------- Closing, X'Xxxx and Xxxx may continue to lend up to Six Ten Million Dollars ($6,000,00010,000,000) to Web or Big Stuff pursuant to a "CONVERTIBLE NOTE", described below. The Convertible Note includes amounts lent by X'Xxxx and Xxxx to Web or Big Stuff since January 1, 1999. The Convertible Note will provide additional working capital required by Web or Big Stuff (i) to consummate the contemplated contractual arrangements with Excite and to fulfill its obligations thereunder, (ii) to pay for extraordinary capital expenditures approved in advance by a disinterested majority of the Board of Directors of the Parent, including consummation of contractual arrangements with other entities similar to those with Excite, or (iii) for working capital purposes, including for ordinary capital expenditures. The conversion feature of the Convertible Note shall provide that the principal amount of the Convertible Note, but not the accrued but unpaid interest, shall be automatically converted convertible into Parent common stock at any time on or after Closing at a conversion price of $5.50 per share. If the acquisition of WorldPages contemplated by this Restated Agreement and the Restated Big Stuff Acquisition Agreement shall not be consummated, the conversion feature shall not be operable, and Parent shall have no obligations under the Convertible Note. The parties agree that notwithstanding anything herein or in the Restated Big Stuff Acquisition Agreement to the contrary, there shall be no "doubling" of the amount which may be lent by X'Xxxx and Xxxx to Web or Big Stuff and that an aggregate maximum amount of $6,000,000 10,000,000 may be lent by X'Xxxx and Xxxx to Web and Big Stuff, collectively.

Appears in 1 contract

Samples: Acquisition Agreement (Advanced Communications Group Inc/De/)

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