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:
(a) the cash amount equal to the sum of the unpaid principal balance owing under the Note and all accrued and unpaid interest thereon, plus the Expenses (as defined in the Note) (the “Payoff Amount”);
(b) the number of fully paid and non-assessable shares of PESI restricted Common Stock (the “Payoff Shares”), equal to the quotient determined by dividing the Payoff Amount by the average of the closing prices per share of the PESI Common Stock as reported by the primary national securities exchange or automatic quotation system on which PESI Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by PESI of the Wr...
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, 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. At Closing, the Parent will issue to the Company or its assigns a promissory note (the “Note”) in the original principal amount of $1,410,000, such Note to have such terms as set forth on Exhibit N attached hereto; and”
Note Consideration. The remaining fifty percent (50%) of the Merger Consideration (the "NOTE CONSIDERATION") shall be paid in the form of a three-year convertible subordinated promissory note (the "NOTE") in the form attached hereto as Exhibit B issued by the Parent to the Shareholders in the aggregate original principal amount of the Note Consideration. The Parent shall issue a Note to each Shareholder in accordance with their pro rata share of the Merger Consideration.
Note Consideration. On the Closing Date, Parent shall pay the balance of the Closing Consideration by delivery to the Company of a promissory note in the form as attached hereto as Exhibit A (such consideration, the “Note Consideration”, and such note, the “Note”), subject to adjustment and amendment as set forth in subsection (b) below.
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.
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.
