Investor Notes Sample Clauses

Investor Notes. The Class A Investor Notes shall be issued in fully registered form without interest coupons, substantially in the form set forth in Exhibit A. The Class B Investor Notes shall be issued in fully registered form without interest coupons, substantially in the form set forth in Exhibit B.
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Investor Notes. The Company and the Shareholders shall have delivered to Purchaser (1) an executed release by each such holder in form and substance satisfactory to Purchaser which indicates that the Investor Notes are paid in full, and (2) checks dated January 7, 1997 payable to the order of each such holder in the full amounts set forth on "Exhibit D" hereto for mailing by registered mail to such holders of the Investor Notes.
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Investor Notes. Each outstanding Investor Note together with all accrued and unpaid interest shall be converted into the right to receive a number of shares of Purchaser Class A Common Stock determined in accordance with the terms of the Investor Note, which terms shall be reasonably acceptable to the Purchaser. The Purchaser consents to the issuance of Purchaser Class A Common Stock upon conversion of the Investor Note.
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Investor Notes. The Class A Investor Notes are being offered and sold by the Issuer pursuant to the Purchase Agreement to certain institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) or Regulation D under the Securities Act. The Class B Investor Notes and the Class C Investors Notes are being sold to PHH Sub 2. The Series 2009-4 Investor Notes will be issued in fully registered form, without coupons, substantially the forms set forth in Exhibits A, B and C, respectively. Any re-sales of the Series 2009-4 Investor Notes will be made only (i) in accordance with the transfer restrictions set forth Section 6.2 and the Series 2009-4 Investor Notes and (ii) either (1) to “qualified institutional buyers” (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A, or (2) in accordance with Rule 144.
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Investor Notes. Promptly, and in no event later than five (5) days after delivery to the Investors, copies of all statements, reports and notices made available to all Investors.
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Investor Notes. The aggregate principal amount of the Retained Notes shall not exceed $2,000,000, and all other Promissory Notes shall have been tendered to the Escrow Agent in payment of the Purchase Price for Securities.
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Investor Notes. The Company shall use its commercially reasonable efforts to enter into agreements with United and other strategic investors and the Purchaser pursuant to which the subscribers agree to purchase Investor Notes in the aggregate principal amount of $50,000,000 or such other amount as is acceptable to the Company, the Purchaser and, if the amount is less than $50,000,000, United. A strategic investor shall mean an investor who, in addition to purchasing equity securities, including the Investor Notes, has a business relationship with the Company which the Company considers material to the development of the Company’s business; provided, however, that a PIPE Investor may, with the approval of the Purchaser and the Company, subscribe for Investor Notes. The terms of the subscriptions for the Investor Notes and the terms of the Investor Notes shall be acceptable to the Company subject to the approval of the Purchaser, such approval not to be unreasonably withheld, delayed or conditioned. The Investor Notes shall automatically convert at or immediately prior to the Effective Time at an agreed-upon discount into Purchaser Class A Common Stock. Any Convertible Securities issued pursuant to such agreements shall not be required to be converted prior to the Closing Date.
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Investor Notes. The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 1999-1 Investor Noteholders (i) a subaccount of the Collection Account (the "Series 1999-1 Collection Subaccount"); and (ii) three subaccounts of the Series 1999-1 Collection Subaccount: (1) the Series 1999-1 General Collection Subaccount, (2) the Series 1999-1 Principal Collection Subaccount and (3) the Series 1999-1 Settlement Collection Subaccount (respectively, the "Series 1999-1 General Collection Subaccount," the "Series 1999-1 Principal Collection Subaccount" and the "Series 1999-1 Settlement Collection Subaccount"); the accounts established pursuant to this Section 5A.1(a), collectively, the "Series 1999-1 Subaccounts"), each Series 1999-1 Subaccount to bear a designation indicating that the funds deposited therein are held for the benefit of the Series 1999-1 Investor Noteholders. The Indenture Trustee shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time in the Series 1999-1 Subaccounts and the proceeds thereof for the benefit of the Series 1999-1 Investor Noteholders. The Series 1999-1 Subaccounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 1999-1 Investor Noteholders.
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Related to Investor Notes

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Senior Notes (i) Notwithstanding anything to the contrary in this Agreement, prior to the First Merger Effective Time, the Company shall give any notices and use its reasonable best efforts to take all other actions specifically required to be taken under the terms of the Indenture and the Senior Notes as a result of the consummation of the Transactions, which actions shall include, without limitation, the Company (or its Subsidiaries) using its reasonable best efforts to (i) give any notices that may be required in connection with the Mergers and the other Transactions contemplated by this Agreement prior to the First Merger Effective Time, (ii) prepare any supplemental indentures required in connection with the Mergers and the other Transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the First Merger Effective Time, in form and substance reasonably satisfactory to the Trustee, and (iii) deliver any opinions of counsel required to be delivered prior to the First Merger Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Mergers and the other Transactions contemplated by this Agreement; provided that opinions of counsel required by the Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Mergers and the other Transactions contemplated by this Agreement shall be delivered by Parent and its counsel to the extent required to be delivered at or after the First Merger Effective Time. The foregoing notwithstanding, neither the Company nor any of its Subsidiaries shall be required to execute and deliver any document or instrument (or cause any document or instrument to be executed or delivered) (i) that would be inaccurate in light of the facts and circumstances at the time delivered or (ii) not conditioned on or delivered substantially concurrently with the occurrence of the First Merger Effective Time. (ii) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, supplemental indentures, legal opinions, officer’s certificates or other documents or instruments required to be delivered pursuant to or in connection with the Indenture or the Senior Notes in connection with the Mergers and the other Transactions contemplated by this Agreement prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and consider in good faith any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. (iii) If requested by Parent in writing at least seven (7) Business Days in advance of the due date for such notice under the Indenture, the Company shall, to the extent permitted by the Senior Notes and the Indenture, issue on the Closing Date (or on such earlier time as Parent may request) a notice of optional redemption for all of the outstanding aggregate principal amount of the Senior Notes pursuant to the optional redemption provisions of the Indenture (which notice of optional redemption may be, at Parent’s request and to the extent permitted by the Indenture, conditional on the consummation of the Merger or the other Transactions, including subsequent supplemental notices of optional redemption to the extend necessary to extend the redemption date set forth in the original notice to match the ultimate Closing Date) (such redemption of the Senior Notes, the “Senior Notes Redemption”); provided that in connection with the delivery of any such notice of optional redemption, the Company shall deliver and shall use reasonable best efforts to cause counsel for the Company to deliver, customary officer’s certificates and customary legal opinions, respectively, to the Trustee, to the extent such certificates and opinions are required by the terms of the Senior Notes or the Indenture; it being understood that (i) in no event shall the Company be required to prepare or commence any documentation or action for any Senior Notes Redemption that will result in such redemption being effective prior to the First Merger Effective Time or incur any cost or expense in connection with such Senior Notes Redemption unless Parent promptly reimburses the Company for all costs and expenses incurred by the Company in connection therewith and (ii) any opinions of counsel required by the Indenture as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Senior Notes Redemption shall be delivered by Parent and its counsel to the extent required to be delivered at or after the First Merger Effective Time.

  • Initial Note A-3 Holder (Prior to Securitization of Note A-3): Following Securitization of Note A-3 the applicable notice addresses set forth in the related Securitization Servicing Agreement.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • Term Notes The Term Loan made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Term Note to such Lender.

  • Revolving Notes The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Commitment Percentage of the Revolving Committed Amount and in substantially the form of Exhibit 2.1(e).

  • Initial Note A-2 Holder (Prior to Securitization of Note A-2): Following Securitization of Note A-2 the applicable notice addresses set forth in the related Securitization Servicing Agreement.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

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