Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid. Subject to the provisions of Article IV, the Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a replacement Note.
Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid, provided Xxxxxx has surrendered an original Note to the Company. In the event that the Holder elects not to surrender a Note for reissuance upon partial payment or conversion, the Holder hereby indemnifies the Borrower against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid, provided Xxxxxx has surrendered an original Note to the Borrower. In the event that the Holder elects not to surrender a Note for reissuance upon partial payment or conversion, the Holder hereby indemnifies the Borrower against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note, and the Borrower is hereby expressly authorized to offset any such amounts mutually agreed upon by Borrower and Holder or pursuant to a judgment in Xxxxxxxx’s favor against amounts then due under the Note.
Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of Holder, be issued by Company to Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid, provided Holder has surrendered an original Note to Company. In the event that Holder elects not to surrender a Note for reissuance upon partial payment or conversion, Holder hereby indemnifies Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note, and Company is hereby expressly authorized to offset any such amounts mutually agreed upon by Company and Holder or pursuant to a judgment in Company’s favor against amounts then due under the Note.
Issuance of Replacement Note. (a) Subject to the terms and conditions set forth in this Agreement, including the prepayment of $50,000 (the “Prepayment Amount”), and in reliance upon the representations and warranties contained herein, the Company agrees to issue to Purchaser and Purchaser agrees to accept in full replacement of the Second Restated Note two new notes (the “Replacement Notes”) as follows: The first note in the principal amount of $200,000 will be for twelve months with monthly amortization payments at a 10% interest rate. The second note will be for $2,250,000 with interest at 10% per annum, interest only payable on June 30, 2006 and September 15, 2006. Commencing September 16, 2006, payments will be interest only each month through September 15, 2008 and commencing October 15, 2008, monthly amortization payments (based on a five-year amortization) with all interest plus unpaid principal due on September 15, 2011. The second note will be convertible into shares of the Common Stock of the Company (the “Note Shares”) at $4.00 per share (subject to adjustment). The Replacement Notes shall be substantially in the form of Exhibits A and B.
Issuance of Replacement Note. (a) Subject to the terms and conditions set forth in this Second Amendment, at the Closing, the Company agrees to issue to Xxxxxxxxxx, and Xxxxxxxxxx agrees to accept, the Replacement Note (Appendix A) pursuant to which:
1.1 The principal amount is fixed at $667,619.00 with no adjustments based on the net sales attained in 2006.
1.2 The Replacement Note shall bear an annual simple interest rate of ten percent (10%) per annum. During the occurrence and continuation of any payment of interest and/or principal that is due but not paid on the scheduled date (“Default Amount”) and not cured within 5 days, the interest rate on the Default Amount and only on the Default Amount shall be increased to an aggregate of fifteen percent (15%) from the scheduled date that the Default Amount was otherwise due until (and including) the date that the Default Amount and all interest thereon is paid in full.
1.3 The Replacement Note will be for thirty-six (36) months with monthly amortization payments of $21,542.19.
1.4 Payments under the Replacement Note shall begin on October 15, 2006 and be due on the 15th of each month thereafter until the Replacement Note is paid in full.
1.5 Concurrent with the execution of the Second Amendment, Xxxxxxxxxx will executed an Amended and Restated Subordination Agreement by and among Xxxx Xxxxxxxxxx, and Laurus Master Fund, Ltd. (Appendix B)
1.6 The amount of the Replacement Note does not include or otherwise affect in any way the monthly consulting fees of $4,166.67 that are due on the first of the month until the consulting agreement ends on May 20, 2007 and no amendment to the Consulting Agreement between the Company and Xxxxxxxxxx is being, or is intended to be, effected hereby.
Issuance of Replacement Note. Simultaneous with the execution of this Agreement, Centale will execute and dexxxxx xo Donna a Secured Demand Xxxx in the principal amount of One Hundred Fifty Thousand Dollars ($150,000) in the form annexed hereto as Appendix A and a Pledge Agreement in the form annexed hereto as Appendix B.
Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note (and all such other conforming changes as are necessary or appropriate in order to reflect the then current balance, stutus and terms of this Note, and each principal component hereunder) shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid. Delivery of any replacement Note shall be conditioned upon the cancellation and surrender to Borrower of the Original Note to be replaced. Subject to the provisions of Article IV, the Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a replacement Note.
Issuance of Replacement Note. Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued interest which shall not have been converted or paid, provided Holder has surrendered an original Note to the Borrower.
Issuance of Replacement Note. (a) Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, the Company agrees to issue to Purchaser and Purchaser agrees to accept a new note (the “Replacement Note”) pursuant to which (i) the maturity date of the New Loan Amount will be extended to September 15, 2006, and (ii) the Replacement Note will be convertible into the shares of the Common Stock of the Company (the “Note Shares”) at $4.00 per share (subject to adjustment) or, as to part, into securities issued by the Company in a financing with gross proceeds of at least $12,500,000. The Replacement Note shall be substantially in the form attached hereto as Exhibit A. In consideration of the agreement of Purchaser to accept the Replacement Note, the Company shall issue to Purchaser and/or its designee two warrants to purchase an aggregate of 75,000 shares of Common Stock (the “Warrant Shares”) in accordance with the following: a First Warrant for 50,000 shares at $6.00 per share exercisable for a number of Warrant Shares (each, a “Tranche”). In accordance with the following: 12,500 shares to be vested at Closing and 12,500 shares (or the prorated portion thereof as provided in the Warrant) to be vested on January 1, 2006, April 1, 2006 and July 1, 2006 (a “Vesting Date”); and a Second Warrant for 25,000 shares at $7.50 per share, 6,250 shares to be is vested at Closing and 6,250 shares (or the prorated portion thereof as provided in the Warrant) to be vested on each Vesting Date, provided that the applicable Warrant may not be exercised for a specific Tranche if the Note is not outstanding on the applicable Vesting Date.
