Exchange of Existing Promissory Note Sample Clauses

Exchange of Existing Promissory Note. The Company and the Noteholder hereby agree that, upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions hereof, at the Closing, the Existing Promissory Note that the Noteholder beneficially owns shall be cancelled, extinguished, discharged and deemed satisfied in full by the Company, and all security interests, liens, mortgages, pledges, charges or other encumbrances granted to the Noteholder in connection with the Existing Promissory Note and any related instruments shall be automatically and irrevocably released and terminated without any further action by any party, in exchange for the issuance and delivery by the Company to Noteholder of (x) Warrants to purchase the number of shares of Company Common Stock set forth opposite the name of such Noteholder on Schedule 1 attached hereto in the column entitled “14C Warrant Shares”, (y) Takeback Promissory Note in the form attached hereto as Exhibit A and in the principal amount set forth opposite the name of such Noteholder on Schedule 1 attached hereto in the column entitled “Takeback Promissory Note”, free and clear of all Encumbrances (other than Permitted Encumbrances), and (z) Warrants to acquire the number of shares of Company Common Stock set forth opposite the name of such Noteholder on Schedule 1 attached hereto in the column entitled “Additional Warrant Shares”. The Noteholder hereby agrees that, upon the issuance and delivery by the Company to the Noteholder of (A) Warrants to purchase the number of shares of Company Common Stock set forth opposite the name of such Noteholder on Schedule 1 attached hereto in the column entitled “14C Warrant Shares”, (B) Takeback Promissory Note in the form attached hereto as Exhibit A and in the principal amount set forth opposite the name of such Noteholder on Schedule 1 attached hereto in the column entitled “Takeback Promissory Note”, and (C) Warrants to acquire the number of shares of Company Common Stock set forth opposite the name of such Noteholder on Schedule 1 attached hereto in the column entitled “Additional Warrant Shares”, the Existing Promissory Note (including any accrued and unpaid interest thereon) set forth opposite the name of the Noteholder on Schedule 1 attached hereto in the column entitled “Exchanged Notes” shall be cancelled, extinguished, discharged and deemed satisfied in full (without further action on the part of, or notice to, any Person).
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Related to Exchange of Existing Promissory Note

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Ratification of Existing Agreements All of the Borrower's obligations and liabilities to the Creditors as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Credit Documents, are, by the Borrower's execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower's execution of this Agreement, the Borrower represents and warrants that it does not have any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

  • DESCRIPTION OF EXISTING INDEBTEDNESS Among other indebtedness which may be owing by Borrowers to Lender, Borrowers are indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated May 21, 2013, by and among Borrowers and Lender, as may be amended from time to time (the “Business Financing Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement. Hereinafter, all indebtedness owing by Borrowers to Lender shall be referred to as the “Indebtedness” and the Business Financing Agreement and any and all other documents executed by Borrowers in favor of Lender shall be referred to as the “Existing Documents.”

  • Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

  • Amendments to Existing Agreement The Existing Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows:

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