Exchange Note. (a) The 2017-3 Exchange Note, together with the Administrative Agent’s certificate of authentication on the 2017-3 Exchange Note, will be delivered in the form of a certificated note substantially in the form set forth as Exhibit A and will satisfy the requirements of Sections 4.1 and 4.2 of the Credit and Security Agreement. The 2017-3 Exchange Note may be Transferred only in whole and not in part.
Exchange Note. The term “Borrower”, as used in this 2015-1 Exchange Note, includes any successor to the Borrower under the Credit and Security Agreement. This 2015-1 Exchange Note is issuable only in registered form as provided in the Credit and Security Agreement and the Exchange Note Supplement, subject to certain limitations therein set forth. This 2015-1 Exchange Note, the Credit and Security Agreement and the Exchange Note Supplement will be governed by, and construed in accordance with the laws of the State of New York. No reference herein to the Credit and Security Agreement or the Exchange Note Supplement, and no provision of this 2015-1 Exchange Note or of the Credit and Security Agreement will alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of and interest on this 2015-1 Exchange Note at the time, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Program Documents, none of Xxxxx Fargo Bank, National Association, in its individual capacity, or any of its affiliates, partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this 2015-1 Exchange Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Credit and Security Agreement or the Exchange Note Supplement. The 2015-1 Exchange Noteholder, by its acceptance hereof, agrees that, except as expressly provided in the Program Documents, in the case of an Exchange Note Default under the Credit and Security Agreement or the Exchange Note Supplement, the 2015-1 Exchange Noteholder will have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein will be taken to prevent recourse to, and enforcement against, the assets of the Borrower for any and all liabilities, obligations and undertakings contained in the Credit and Security Agreement, the Exchange Note Supplement or in this 2015-1 Exchange Note. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers without recourse unto (name and address of assignee) the within 2015-1 Exchange Note and all rights thereunder, and hereby irrevoca...
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of May 29, 2014 in the aggregate original principal amount equal to $180,000 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution for and not in satisfaction of the Note Portion, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the Exchange Note issued pursuant to this Section the Note Portion will be deemed cancelled and will be promptly surrendered to the Company. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of September 19, 2016 in the aggregate original principal amount of $550,000 in exchange for the surrender and cancellation of the Original Warrants. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
Exchange Note. The Seller shall deliver (or cause to be delivered) to the Buyer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
Exchange Note. If at any time twelve months from the date hereof, the Average Market Price (as defined in the Certificate) of the Company's Common Stock shall be less than two times the initial Conversion Price per share, upon the request of any Purchaser, the shares of Series A Preferred Stock held by such Purchaser (or any portion thereof as requested by the Purchaser) shall be exchanged by the Company for a convertible promissory note of the Company in the principal amount corresponding to the Purchaser's purchase price for such shares plus an annualized return on such purchase price from the date of purchase equal to 35%, plus all accrued dividends on such shares, bearing interest at 10% per annum (each, an "Exchange Note"). Equal payments of principal and interest shall be payable on the Exchange Notes quarterly over a two year period, commencing six months from the issuance of such Exchange Note. Any Exchange Note shall be convertible at the option of the holder into such number Common Stock as calculated by dividing the principal balance and accrued interest on such Exchange Note by the Conversion Price (as defined in the Certificate). The Exchange Notes shall contain covenants and terms of default no less favorable to such Purchaser than those typically found in commercial loans to businesses presenting a similar risk as the Company, but in no event shall such covenants be less favorable to the Purchaser than those contained herein and in accordance with the rights and privileges of the Series A Preferred Stock. All approval rights granted to the holders of the Series A Preferred Stock shall be granted to the Purchaser as the holder of an Exchange Note, including approval rights equivalent to the voting rights of the number of shares of Series A Preferred Stock exchanged for the Exchange Note. The Company shall covenant to ensure the continued election of the same number of members of the Board of Directors designated by the Purchasers as the Purchasers were entitled to prior to exercising their rights under this section. In the event that (1) the Company's right or ability to manufacture or sell its product in the United States, Europe or Japan is limited as a result of a determination that the Company is infringing on the intellectual property rights of any other person; (2) the claims under any of the patents listed on the Schedule of Exceptions are materially narrowed or invalidated; or (3) the Company is unable to obtain a line of credit of at least $650,000...
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as of June 5, 2012 in the aggregate original principal amount equal to one hundred thousand two hundred ninety dollars ($100,290.00) in exchange for the surrender and cancellation of the (one hundred thousand two hundred ninety dollars ($100,290.00))
Exchange Note. The Company shall issue to the Holder, and the Holder shall acquire from the Company, that certain Exchange Note dated and issued as June 29, 2022. The Parties further agree that the “Closing” and the “Closing Date” shall be deemed to occur upon the issuance of the Exchange Note as provided by this Section 1.01 (A) of this Agreement.
Exchange Note. 13% Senior Notes due 1999 of the Issuer, including the guarantees endorsed thereon, identical in all material respects to the Notes, except for the transfer restrictions relating to the Notes.
Exchange Note
