Note Redemption. Subject to satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, at the Closing, pSivida shall effect the Note Redemption.
Note Redemption. The Note Redemption shall have occurred and all of the outstanding Senior Notes shall have been redeemed in full.
Note Redemption. 40 NYSE.......................................................................3 OGCL.......................................................................1 Opt-Out Amendment.........................................................19 Opt-Out Approval..........................................................19
Note Redemption there occurs a mandatory redemption of the Notes whether by virtue of a repurchase at the option of the holders of the Notes or a voluntary redemption of the Notes, in either case without the Guarantor having obtained the prior written consent of the Facility Agent such consent not to be unreasonably withheld.
Note Redemption. (a) Notwithstanding Section 6(a) of each Note, the Company agrees to redeem and each Seller agrees to sell, assign and convey each Note set forth on the signature page attached hereto for the aggregate purchase price set forth on the signature page hereto (the “Redemption Price”) effective as of the Effective Date.
(b) The Redemption Price shall be paid on the Effective Date (the “Closing”) to each Seller by the Company by wire transfer of immediately available funds, in accordance with the written instructions of Seller set forth on the signature page hereto.
(c) Upon receipt by each Seller of the Redemption Price, such Seller’s Note shall be deemed fully paid and satisfied by the Company, and the Loan Amount and all accrued interest shall be deemed paid in its entirety and the Note shall be deemed cancelled and discharged, without the need for surrender thereof (the “Redemption”).
(d) The terms of this Agreement shall, in the event of any conflict with the terms of the Note Documents, supersede such conflicting terms contained in Note Documents.
Note Redemption. Pursuant to that certain note redemption agreement, a form of which is attached hereto as Exhibit 2.01 (the “Redemption Agreement”) by among eOn, Cortelco Holding, and the representative of those persons who hold an interest in that certain contingent note (the “Noteholders”) issued by eOn and Cortelco Holding in the original maximum amount of $11,000,000 dated as of April 1, 2009 (the “Contingent Note”), on the Closing Date, eOn and Cortelco Holding shall redeem the Contingent Note in full in consideration of (i) the payment of $300,000 cash payment by Cortelco Holding to the Noteholders (which $300,000 will be distributed by Cortelco to Cortelco Holding on or before the Closing Date) and (ii) the transfer of the shares of Cortelco Holding owned by eOn to the Noteholders, as set forth in the Redemption Agreement.
Note Redemption. The Company, as of the Closing Date, will have taken all necessary steps to redeem on April 1, 2004 (the “2008 Notes Redemption”) all 2008 Notes outstanding as of the Closing Date in accordance with the optional redemption provisions of the 2008 Note Indenture, including the establishment of escrow arrangements satisfactory to the trustee under the 2008 Note Indenture with respect to the deposit of funds sufficient to consummate the 2008 Note Redemption. Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company and such Guarantor to each Initial Purchaser as to the matters set forth therein. The Company and the Guarantors acknowledge that the Initial Purchasers and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Note Redemption. PFG consents to the conversion into Borrower equity (without dollar limit) of the Subordinated Notes in accordance with the terms thereof. PFG consents to the redemption of up to $2,000,000 in Subordinated Notes so long as: (A) no Default or Event of Default has occurred and is continuing at the time of such redemption (other than the Specified Defaults), (B) no Default or Event of Default would result from the redemption (e.g., due to Borrower non-compliance with financial covenants on a post-redemption basis), and (C) Borrower shall have received not less than $10,000,000 in proceeds of the Raise Issuance (as defined in clause (iv), below.
Note Redemption. Notwithstanding the terms of the Subordinated Promissory Note, during the period that Seller or any of its Affiliates holds any portion of the Subordinated Promissory Note, Buyer shall have the right to repurchase all or such portion of the Subordinated Promissory Note then held by Seller or its Affiliates by paying to Seller in immediately available funds an amount equal to the outstanding principal amount of the portion of the Subordinated Promissory Note to be repurchased, together with the payment of all interest accrued on the amount so repurchased through the date such repurchase occurs, so long as, after such repurchase, unless Buyer repurchases all of the Subordinated Promissory Note then held by Seller or its Affiliates, the outstanding principal amount of the Subordinated Promissory Note shall equal or exceed $150,000,000. Buyer shall give Seller at least fifteen (15) days written notice of its election to exercise such right. Seller agrees to cause its Affiliates to comply with the provision of this Section 14.18 and will give Buyer at least ten (10) days written notice of any proposed transfer of all or part of the Subordinated Promissory Note.
Note Redemption
