Note Exchange. Notwithstanding any other provision of this Agreement nothing herein shall be construed as prohibiting any Note Issuer, from time to time, agreeing to the exchange of one type of Senior Note for another type of Senior Note or the refinancing of a Senior Note from the proceeds of the issuance of new Senior Notes in accordance with the provisions of the Note Documents and taking such action as is required to facilitate the same.
Note Exchange. Subject to the terms and conditions of this Agreement, upon the execution of this Agreement, the parties shall, pursuant to Section 3(a)(9) of the Securities Act, effectuate the Note Exchange in the following manner: (a) each of the Noteholders shall severally, and not jointly, deliver to the Company the Notes elected for exchange, and (b) the Company shall issue and deliver to the Noteholders, duly issued certificates representing the Shares and Warrants, in the respective amounts set forth on the signature pages attached hereto. The parties acknowledge and agree that the Shares and the Warrant shall be issued to the Noteholder in exchange for the Note without the payment of any additional consideration.
Note Exchange. In the event the Company’s Common Stock is listed on a national stock exchange while the Note is outstanding, the Purchaser, upon the request of the Company, agrees to exchange the Note for a series of “toothless” convertible preferred stock of the Company.
Note Exchange. (1) If a Note has been exchanged with the bank as security for this loan, then under section 6 if amounts are required to be calculated, such Note may be utilized and is not required to be returned.
(2) If in section 2 a Note exists that is to be offset against the debt, the borrower shall ensure that the rights to the Note are available to the bank immediately.
(3) If the bank under Section 6 plans to assume the rights under a Note, under certain circumstances this will not be possible:
1. if the bank cannot locate the borrower
2. if the borrower is using the bank as point of payment on the Note
3. if there is some problem surrounding the Note
4. If there is any other reason why the Note can not be used
(4) If under section 2 a Note has been issued, and calculation for return of funds has been made, and there is notice of other claimants to the Note, the bank shall stop such Note and process it.
Note Exchange. Promptly following the satisfaction or waiver of the closing conditions in Section 4(a), the parties shall effectuate the Note Exchange in the following manner: (i) the Company shall issue and deliver to the Trustee, and shall cause the Trustee to authenticate and deliver and hold as custodian for The Depository Trust Company, to be credited to the accounts of the Noteholder specified in the applicable Noteholder Letter, an aggregate Accreted Principal Amount of Exchange Notes equal to the aggregate Accreted Principal Amount of the Subject Notes exchanged hereunder and (ii) the Noteholder shall deliver to the Company all of its Subject Notes (the “Exchanged 2018 Notes”) by causing its DTC participant to effect a deposit/withdrawal at custodian of the Exchanged 2018 Notes to the Trustee. The Exchange Notes issued pursuant to the Note Exchange shall accrete pursuant to the terms of the Exchange Indenture (as defined below), commencing on the closing date of the Note Exchange.
Note Exchange. 1.1 The Lender hereby exchanges the Loan Contract for the convertible promissory note (the “Note”) in the form attached hereto as Exhibit B in full and complete satisfaction of all obligations of the Subsidiary under the Loan Contract. The Lender waives the payment of any accrued but unpaid interest due under the Loan Contract. Following the execution of this Agreement, the Lender shall tender the original Loan Contract to the Corporation for cancellation. The failure, however, of the Lender to deliver the original Loan Contract to the Corporation shall not effect the cancellation of all obligations thereunder as set forth herein.
1.2 The Corporation will use its reasonable best efforts to hold a special meeting of its stockholders as soon as practicable for the purpose of obtaining the consent of the holders of a majority of its issued and outstanding common stock (the “Shares”) to the conversion terms and conditions of the Note (the “Stockholder Approval”), which such meeting shall be called and held in accordance with the continued listing requirements of the Exchange and the rules and regulations of the United States Securities and Exchange Commission, including under the Exchange Act.
Note Exchange. This Note together with that certain Revolving Note dated the date hereof made by Xxxxxxxx in favor of Xxxxxx is being issued in replacement of that certain Second Amended Revolving Note, originally dated September 11, 1997 as amended by the First Amendment dated as of February 20, 2001, made by the Borrower in favor of Safeguard Scientifics, Inc., as assigned to the Lender (the “Original Note”). The indebtedness evidenced by the Original Note (the “Original Indebtedness”) is continuing indebtedness of the Borrower and all such outstanding Original Indebtedness is hereby transferred to, and deemed to be outstanding under, this Note, and the Original Note shall be deemed to have been cancelled as of the date of this Note.
Note Exchange. In the event the Company’s Common Stock is approved for listing on a national stock exchange which shall heretofore have the meaning of either the Nasdaq, Nasdaq CM, NYSE American or New York Stock Exchange (“National Exchange”), while the Note is outstanding, the Purchaser, upon the request of the Company, agrees to exchange the Note for a series of “toothless” convertible preferred stock of the Company (the “Preferred Stock”) which shall have the meaning as follows:
(a) A series of perpetual preferred stock containing customary provisions, that is duly authorized by the Company, senior to all other forms of preferred stock, and pari-passu to all other notes that convert into the same class of Preferred Stock at the time of an uplisting to a national exchange, which shall heretofore have the meaning of either the Nasdaq, Nasdaq CM, NYSE American or New York Stock Exchange (“National Exchange”), and;
(b) Bearing a dividend rate equal to the interest rate of the Note as defined in the Securities Agreement, and;
(c) Convertible into the Company’s common stock at a fixed rate equal to the lessor of:
(i) the then in effect conversion price of the Note at the time of exchange into the Preferred Stock
(ii) the per share price of a public offering of common stock that enables the Company to list on a National Exchange, or
(iii) the closing price of the Company’s common stock on the trading day immediately prior to listing on a National Exchange in the event there is no public offering associated with the National Exchange listing, and;
(d) Containing no forced redemption features by the Purchaser.
Note Exchange. Except as otherwise provided in Section 5, on the 180th day following the date of each Advance, all of the principal and accrued interest represented by such Advance shall be automatically converted (each such act herein referred to as a "Conversion") into such number of fully paid, validly issued and nonassessable shares of common stock of the Company (hereinafter the "Common Stock" or the "Common Shares") as shall be determined by dividing (i) the Conversion Amount, as determined in Section 4(b) herein, of the Advance by (ii) the Conversion Price, as determined in Section 4(a) herein, in effect on the Conversion Date, as determined in
Note Exchange. The Note Exchange shall have been consummated in accordance with the terms thereof or the Issuer and Holder shall have entered into an irrevocable agreement to consummate the Note Exchange.
