Note Issuance. The Manager has the following additional express powers which may be exercised only in accordance with the relevant Transaction Documents:
(a) to negotiate with any Lead Manager and any Note Manager in relation to the issue of relevant Notes;
(b) to invite bids from any Lead Manager or Note Manager for relevant Notes on behalf of the Trustee; and
(c) to accept any such bid on behalf of the Trustee.
Note Issuance. The Corporation has authorized the issuance and sale of the Note in the principal amount of USD $2,000,000, such Note to be issued at the Closing.
Note Issuance. The Trust Manager has the power, where the Borrowing takes the form of an issue of Notes, to:
(a) negotiate the terms and conditions of the issue of Notes and any relevant Dealer Agreement;
(b) accept the terms and conditions of the issue of Notes and any relevant Dealer Agreement with the Lead Manager, managers or dealers for the issue of Notes and bind the Trustee to an issue of Notes on those terms and conditions; and
Note Issuance. Pledgee has agreed to lend Pledgor $150,000 pursuant to ------------- a promissory note (the "Note"). The Note and the obligations thereunder are as set forth in Exhibit A to this Security Agreement. ---------
Note Issuance. Subject to the terms and conditions of this Agreement, at the Closing (as defined below) the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the Company a subordinated, mandatorily convertible note, which shall be convertible into shares of the common stock, par value $0.01 of the Company (“Common Stock”), in substantially the form attached to this Agreement as Exhibit B (individually, a “Note”, and collectively, the “Notes”) in the principal amount set forth opposite such Investor’s name on Exhibit A hereto. The obligations of the Investors to purchase Notes are several and not joint.
Note Issuance. Subject to the terms and conditions of this Agreement, in return for the Purchase Price provided by each Purchaser, the Company shall sell and issue to such Purchaser one or more Notes. Each Note shall have a principal balance equal to the Purchase Price paid by such Purchaser for the Note, as set forth in the Schedule of Purchasers.
Note Issuance. The obligation of the Purchaser to purchase and pay for Notes on a Draw Date is subject to the satisfaction of the following conditions (unless otherwise waived by the Purchaser):
(a) The Purchaser shall have received the applicable Draw Notice in accordance with the provisions set forth in Section 2.02.
(b) The Parent and the Issuers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Parent and the Issuers at or before such Draw Date, except to the extent that such failure to perform or comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; after giving effect to the issuance and sale of such Notes, no Default or Event of Default shall have occurred and be continuing under the Indenture.
(c) The Exchange Securities issuable upon exchange of such Notes (including the Common Stock issuable upon exchange of Class B Common Stock and Class B Units comprising the applicable Exchange Securities) shall have been duly authorized and reserved and, when issued upon exchange of such Notes in accordance with the terms of the Indenture (or upon exchange of such Class B Common Stock and Class B Units in accordance with the terms of the Company Equityholders’ Agreement), shall be validly issued, and, in the case of the Common Stock and Class B Common Stock, fully paid and non-assessable, and the issuance of such Exchange Securities (including the Common Stock issuable upon exchange of Class B Common Stock and Class B Units comprising such Exchange Securities) shall not be subject to any preemptive or similar rights (other than, in the event of the termination of the Merger Agreement, as described in Section 9.02); provided, that this clause (c) shall be a condition to the Purchaser’s obligations hereunder if, and only if, the Purchaser shall have provided on a timely basis all approvals that may be necessary on its part in order to authorize the issuance of such Exchange Securities or waive any preemptive or similar rights that it may then have.
(d) The Purchaser shall not be permitted to terminate the Merger Agreement pursuant to Section 6.1(c)(ii) thereof.
(e) (x) The Agreement Condition shall have been satisfied, (y) the Build-Out Agreement shall be in full force and effect and (z) the Parent and the Issuers shall be in compliance with their respective obligations under the Build-Out Agre...
Note Issuance. The obligation of the Issuers to issue and sell Notes on a Draw Date is subject to the satisfaction of the following conditions (unless otherwise waived by the Issuers):
(a) The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct as of the Effective Date and shall be true and correct as of such Draw Date as if made on and as of such Draw Date (other than any representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct as of such earlier date).
(b) The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser at or before such Draw Date.
Note Issuance. A Note is issued and sold to the original Note purchaser immediately after LendingClub purchases the corresponding Member Loan. LendingClub purchases each Member Loan at least two business days after the Member Loan is issued by the issuing bank, which period may be up to five calendar days where the first or second business day precedes a holiday weekend. As a result of this process, the original Note purchaser will hold each newly purchased Note for less than one month before the first payment is due, making the first payment on such Note (to the extent any corresponding Borrower payments are received) smaller than subsequent monthly payments. The Notes shall be issued, or, if applicable, have been issued, pursuant to an indenture dated October 10, 2008 (as subsequently amended, supplemented or otherwise restated from time to time, the “Indenture”) between LendingClub and Delaware Trust Company (formerly CSC Trust Company of Delaware), a Delaware state-chartered trust company, the trustee under the Indenture for the Notes (the “Trustee”). The form of Note is an exhibit to the Indenture, which is publicly filed with the SEC.
Note Issuance. Beginning on the Effective Date and continuing through December 31, 2008, the Issuer may issue Notes, upon the sole consent and discretion of Holder (each, a "Note"), with an aggregate total not to exceed the Commitment Amount. Issuer may issue only one Note within any thirty (30) day period.
