Issuance of the Note. Subject to the satisfaction of terms and conditions of this Agreement, at the Closing (as defined below), the Company agrees to issue to the Purchaser and the Purchaser hereby agrees to purchase from the Company, the Note, in the amount of the Principal Amount.
Issuance of the Note. The Note to be issued hereunder is duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. All actions by the Board, the Company and its stockholders necessary for the valid issuance of the Note.
Issuance of the Note. The Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be valid obligations of the Company.
Issuance of the Note. In reliance upon the representations, warranties and covenants of the parties set forth herein, the Company hereby issues, sells and delivers to the Purchaser, and the Purchaser accepts delivery from the Company, of the Note in the form attached hereto as Exhibit A, with respect to the aggregate consideration delivered by the Purchaser to the Company in the amount set forth upon the face of such Note.
Issuance of the Note. Lxxxx shall have issued its original Note to Victory duly executed by the authorized officers of Lxxxx, and the Note shall have been delivered to Victory.
Issuance of the Note. Subject to the terms and conditions of this Agreement, at the Closing, the Borrower agrees to issue and sell the Note to the Lender against payment by the Lender to the Borrower of the Principal Amount. The Note shall be in the form of Exhibit A attached hereto.
Issuance of the Note. (a) The Note to be issued hereunder is duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing, the Company has authorized or reserved the necessary number of shares of Common Stock for the issuance of the Note Shares. All actions by the Board, the Company and its stockholders necessary for the valid issuance of the Note and the Note Shares pursuant to the terms of the Note has been taken.
(b) The Note Shares, when issued and paid for upon conversion of the Note, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock.
Issuance of the Note. In reliance upon the representations, warranties and covenants of the Parties set forth herein, at a closing (“Closing”) to be held simultaneously with the execution of this Agreement, the Company will issue, sell and deliver to the Purchaser, and the Purchaser will purchase from the Company, a promissory note in the aggregate principal amount of [ ] (the “Note”). The purchase price for the Note shall be the principal amount thereof, payable in [ ] advances as set forth in Appendix A hereto. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in the Note.
Issuance of the Note. This Note has been issued the Company pursuant to authorization of the Board of Directors of the Company (the "Board") and issued pursuant to a letter agreement (the "Agreement") by and among the Company and .
Issuance of the Note. 2.1. Upon the Effective Date (as defined in the Merger Agreement) and in accordance with the Merger Agreement, Brazos shall issue the Note to Seafirst. The Note shall be convertible into Common Stock, as provided in Section 3 hereof. Brazos shall have the right to prepay the principal amount of the Note in full or in part at any time, without premium or penalty.
2.2. The Note shall bear interest at the rate of 10% per annum from the date hereof until March 13, 1998, 10.5% per annum from March 14, 1998 until March 13, 1999, and 11% per annum from March 14, 1999 until March 13, 2000, on the principal amount thereof outstanding from time to time, payable quarterly on each April 30, June 30, September 30 and December 31, commencing June 30, 1997, until the principal thereof is paid. If the Note is converted, Seafirst shall be entitled to receive interest accrued and unpaid to the date of conversion. If Brazos shall default in the payment of the principal of or interest on the Note, Brazos shall on demand from time to time pay interest, to the extent permitted by law, on the unpaid principal balance of the Note and on such defaulted amount up to the date of actual payment at a rate of 15% per annum. The maturity date of the Note is March 13, 2000 (the "MATURITY DATE"). All principal and any accrued but unpaid interest shall be due on the Maturity Date, or five business days following the closing of any Qualified Public Offering, if sooner.
2.3. The principal of and interest on the Note shall be payable by wire transfer in immediately available funds to any account in the United States which Seafirst may designate by written notice to Brazos at least three Business Days prior to the due date. All payments shall be made by Brazos not later than 2:00 p.m., New York City time, on the date that such payment is required to be made. If the date for any payment due under the Note falls on a day which is not a Business Day, such payment date shall be deemed to have fallen on the next following Business Day.
2.4. Subject to rights of the Company to acquire the Note pursuant to a Right of First Refusal Agreement between Seafirst and the Company dated as of the date hereof (the "ROFR AGREEMENT"), Seafirst shall not to sell, assign, transfer, negotiate or hypothecate the Note to any party, unless such party agrees to all of the terms and conditions of this Agreement applicable to Seafirst, and further agrees to execute a subordination agreement consistent with Section 7.3.
