Note Consideration. Notwithstanding Section 4.1 above and subject to the limitations described herein, those Limited Partners who, in connection with the Merger, affirmatively elect the Note Option shall receive notes (the "Notes"). The principal amount of the Notes will be determined in accordance with the final Prospectus/Consent Solicitation Statement. In the event that any of the Limited Partners elect the Note Option, the number of American Spectrum Common Shares allocated to the Merging Entity will be reduced in accordance with the final Prospectus/Consent Solicitation Statement.
Note Consideration. Subject to Section 5, the total consideration for the sale and transfer of the Note (the “Note Purchase Price”) shall be the aggregate of (i) US$5,100,000, (ii) the product of (A) the Base Acquisition Price and (B) the total number of the Conversion Shares as of the Completion Date, (iii) the total amount of interest accrued but unpaid on the Note during the period from October 3, 2014 to the Completion Date and (iv) if the Company declares any Distribution between the date of this Agreement and the Completion Date, the amount per Ordinary Share of such Distribution multiplied by the number of the Conversion Shares as of the Completion Date, to the extent that such Distribution shall not have been paid to the Seller prior to the Completion Date.
Note Consideration. The Note in the principal amount of $2,500,000 shall be issued by PESI to the order of Parent. The Note (i) shall be unsecured and subordinated; (ii) shall bear an annual interest rate equal to 6%; (iii) shall be non-negotiable; (iv) may not be sold, transferred or assigned by Parent without the prior written consent of PESI which may be withheld by PESI in PESI’s sole discretion; (v) shall be subject to offset as provided in Section 9.3 hereof; and (vi) shall be payable over a three (3) year period in thirty-six (36) monthly installments of principal and interest, with each monthly installment to be as follows: the principal sum of $69,444.44, plus accrued interest, with the final installment to be in the sum of the remaining unpaid principal balance due under the Note plus accrued interest, due thereon. The first installment shall be payable on the 15th day of the month following the Closing Date and an installment due on the 15th day of each of the next 35 months thereafter. The Note further provides that on the failure of PESI to pay any monthly installment of principal and interest within 30 days when due thereunder (“Default Date”), (x) the annual interest rate will automatically increase (without any action on the part of Parent) as of such Default Date to 12% during the period of such default, and (y) Parent will have the option to declare the Note in default and to be immediately due and payable where upon the Note shall become forthwith due and payable upon written demand received by PESI (“Written Demand Notice”), and Parent will thereafter, at its option and in its sole discretion, have the right to elect by written election delivered to PESI to receive in full and complete satisfaction of all of PESI’s obligations under the Note, as more fully set forth therein, either:
Note Consideration. Subject to the terms and conditions of this Agreement, including without limitation Section 6.9 and Section 8.7, at the Closing, Buyer shall issue and deliver to Seller a promissory note duly executed by (an) authorized representative(s) of Buyer with a principal balance of $2,000,000 and interest accruing thereon on a rate of 3.25% per annum, in the form attached hereto as Exhibit B (the “Promissory Note”).
Note Consideration. At the Closing, subject to and upon the terms and conditions of this Agreement, in consideration and as payment in full for the Company Notes, Purchaser shall pay (or cause to be paid) the aggregate sum of Six Hundred Eighty Three Thousand Seven Hundred Twenty-Three Dollars and Forty-Five Cents ($683,723.45), representing the aggregate principal amount under the Company Notes, by delivering cash in such amount by cashier's check or by wire transfer of immediately available funds to such account as Eddy Goldwasser may specify xx xxxxxxx xx Xurchaser at least one (1) business day prior to the Closing, such aggregate sum to be allocated at the Closing among the holders of the Notes by and in the principal amount of each of such Company Notes.
Note Consideration. At the Closing, ACC shall deliver to Xxxxxx on behalf of the Shareholders a Secured 8% Note in the original aggregate principal amount of $100,000 (the "Note"). The Note shall be in the form attached hereto as Exhibit A and incorporated herein by reference. Without limitation to the terms of the Note as set forth therein, the Note shall be payable quarterly over two and one-half years, shall be secured by all of the assets of CEL, but subordinated to any loans or leases in CEL's interest, and shall be offset by any amounts payable by ACC for liabilities of CEL other than those previously disclosed herein and assumed hereunder by ACC.
Note Consideration. Payments under the Note shall be paid by the Buyer Group to the Shareholders' Representative in accordance with the terms of the Note and this Agreement. Payments under the Note may be offset pursuant to Section 10.5(b) by the amount of any indemnification claim which the Buyer Group, Buyer's Affiliates or the Surviving Corporation may have pursuant to Article 10; provided, however, that if Shareholders' Representative objects to Buyer's offset for amounts due under the Note for any such claim within 30 days of notice of such claim and such claim is greater than $50,000, or the aggregate of such claim and all prior claims for which the Buyer Group claimed an offset is greater than $75,000, the amount due under the Note (to the extent of such claim) shall be paid to the Escrow Agent to be held as Additional Series A Consideration and distributed in accordance with the Escrow Agreement.
Note Consideration. Buyer shall pay to the Stockholders an aggregate amount equal to $571,089.69 (the "NOTE PURCHASE PRICE") payable by Buyer by the delivery of promissory notes to the Stockholders in the form attached hereto as EXHIBIT A (the "PROMISSORY NOTES"). At the Closing, Buyer shall duly execute and deliver: (i) a Promissory Note in the principal amount of $565,378.80 to the Principal Stockholder and (ii) a Promissory Note in the principal amount of $5,710.89 to Xxxx X. Xxxxxxx ("GIBELLI"). Each Promissory Note shall be payable as follows: (i) 50.97% of the principal amount of each Promissory Note plus all accrued interest thereon shall be due on July 2, 2001 and payable in cash and (ii) subject to the Set-off Right (as defined in Section 1.7), 49.03% of the principal amount of each Promissory Note and
Note Consideration. At the Closing, ACC will execute and deliver a note payable (the "Note Consideration") to the Shareholders or their designee, in form and substance substantially similar to Exhibit "A" attached hereto, in the principal amount of Fifty Thousand Dollars ($50,000.00), said principal due and payable on or before July 31, 1998, and bearing interest at the rate of ten percent (10%) per annum.
Note Consideration. “Note Consideration” shall mean $2,000,000 to be paid by the issuance of Acquirer Notes with an aggregate principal amount of $2,000,000. “Acquirer Notes” shall mean unsecured promissory notes issued by the Acquirer in substantially the form attached hereto as Exhibit E.
