Common use of Note Register Clause in Contracts

Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxx, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 6 contracts

Samples: Convertible Bridge Note (D2 Co LLC), Convertible Bridge Note (Bion Environmental Technologies Inc), Senior Secured Convertible Bridge Note (Genta Incorporated /De/)

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Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxx, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 2 contracts

Samples: Senior Convertible Note (Procept Inc), Senior Convertible Note (Procept Inc)

Note Register. (a) The Company hereby acknowledges and makes the Notes registered obligations for United States withholding tax purposes. The Company shall be the registrar for the Notes (the "Registrar") with full power of substitution. In the event the Company becomes unable or unwilling to act as registrar under this Agreement, the Company shall reasonably designate a successor Registrar. Notwithstanding any contrary provision contained in this Agreement or any of the other Transaction Documents, neither the Notes nor any interests therein may be sold, transferred, hypothecated, participated or assigned to any Person except upon satisfaction of the conditions specified in this Section 13.01. Each holder, by its acceptance of its interest in the Notes, agrees to be bound by the provisions of this Section 13.01 . (b) The Registrar shall keep at its principal executive office (or an office or agency designated by it by notice to the last Registrar) a register (herein sometimes referred to as the "Note Register")ledger, in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if anyexcept as specified below), the Company it shall provide for the registration and transfer of this Note. the Notes or interests therein (b) Whenever this Note the "Register"). No sale, transfer, hypothecation, participation or assignment of any interest in the Notes shall be surrendered effective for any purpose until it shall be entered on the Register. Prior to the registration of assignment or sale of any interest in the Notes, the Registrar shall treat the Person in whose name such Note is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the event of a sale, transfer, hypothecation, participation or assignment of the Notes or any interest therein, the holder prior to such sale, transfer, hypothecation, participation or assignment of such interest therein shall provide the Registrar with notice of such transaction at the principal executive office time of such transaction. The Registrar shall record the transfer of the Company Notes on the Register maintained for transfer this purpose upon receipt by the Registrar at the office or exchange, accompanied agency designated by the Registrar of (i) a written instrument assignment of the Notes being assigned (or the applicable interest therein), (ii) funds sufficient to pay any transfer in form reasonably satisfactory taxes payable upon the making of such transfer as well as the cost of reviewing the documents presented to the Company duly executed by Registrar, and (iii) such evidence of due execution as the Holder hereof or his attorney duly authorized in writing, Registrar shall reasonably require. The Registrar shall record the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxx, in transfer of the same aggregate unpaid principal amount and payable Notes on the same date as books maintained for such purpose at the principal amount cost and expense of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writingassignee. (c) Upon receipt In the event that any holder sells participations in the Notes, such holder shall maintain a register on which it enters the names of all participants in the Notes held by it (the "Participant Register"). A Note may be participated in whole or in party only by registration of such participation on the Participant Register, and any participation of such Note or transfer of such participation may be effected only by the Company registration of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid such participation on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.Participant Register

Appears in 2 contracts

Samples: Note Purchase Agreement (Hawaiian Holdings Inc), Note Purchase Agreement (Hershfield Lawrence)

Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing, and, subject to compliance with applicable securities laws, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such XxxxxxHolder, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity or bond reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 2 contracts

Samples: Note Agreement (Hybridon Inc), Subscription Agreement (Hybridon Inc)

Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxx, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 2 contracts

Samples: Senior Secured Note (Conversion Technologies International Inc), Senior Secured Note (Conversion Technologies International Inc)

Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing, and, subject to compliance with applicable securities laws, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such XxxxxxHolder, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Unit Purchase Agreement (Hybridon Inc)

Note Register. (a) The Company Corporation shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of this Noteeach transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Corporation shall not be affected by any notice or knowledge to the contrary. (b) Whenever this Each holder of a Note shall be surrendered at the principal executive office deemed to have agreed by acceptance of the Company for such Note, not to transfer Notes except in minimum denominations of $500,000 (or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory if less with respect to the Company duly executed by the Holder hereof or his attorney duly authorized in writingany Note, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxx, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the entire unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writingNote). (c) Upon receipt by the Company Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company Corporation of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company Corporation will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Senior Subordinated Note (Viewlocity Inc)

Note Register. (a) The Company Maker shall keep at its principal executive office offices a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company Maker shall provide for the registration and transfer of this Note. The person or entity in whose name any registered Note shall be registered shall be deemed and treated as the owner and holder hereof for all purposes hereunder. (b) Whenever this Note shall be surrendered at the principal executive office of the Company Maker for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Maker duly executed by the Holder hereof or his its attorney duly authorized in writing, the Company Maker shall execute and deliver in exchange therefor a new Note note or Notesnotes, as may be requested by such XxxxxxHoldxx, in xx the same aggregate unpaid principal amount and payable on the same date terms as the principal amount of the Note note or Notes notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note note or Notes notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing; provided, however, that if the person in whose name a Note is requested to be registered is other than the registered owner of this Note, Maker may require, prior to issuance of a Note in the name of such other person, that it receive reasonable transfer documentation (including opinions) or other evidence that the issuance of a Note in such other name as requested does not and will not cause a violation of the Securities Act, any similar Federal statute at the time in effect or any applicable state securities laws. (c) Upon receipt by the Company Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company Maker of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company ), Maker will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Secured Convertible Term Note (Dyax Corp)

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Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder hereof or his attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such XxxxxxHxxxxx, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Convertible Bridge Note (Bion Environmental Technologies Inc)

Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "β€œNote Register"”), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of this Note. (b) Whenever this Note shall be surrendered at the principal executive office of the Company for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the Holder holder hereof or his or its attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxxholder, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder holder may designate in writing. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Convertible Note (Brainstorm Cell Therapeutics Inc)

Note Register. (a) The Company shall keep at its principal executive office a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of this Noteeach transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. (b) Whenever this Each holder of a Note shall be surrendered at the principal executive office deemed to have agreed by acceptance of the Company for such Note, not to transfer Notes except in minimum denominations of $500,000 (or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory if less with respect to the Company duly executed by the Holder hereof or his attorney duly authorized in writingany Note, the Company shall execute and deliver in exchange therefor a new Note or Notes, as may be requested by such Xxxxxx, in the same aggregate unpaid principal amount and payable on the same date as the principal amount of the Note or Notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the entire unpaid principal amount of the Note or Notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writingNote). (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Purchase Agreement (Akamai Technologies Inc)

Note Register. (a) The Company Maker shall keep at its principal executive office offices a register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company Maker shall provide for the registration and transfer of this Note. The person or entity in whose name any registered Note shall be registered shall be deemed and treated as the owner and holder hereof for all purposes hereunder. (b) Whenever this Note shall be surrendered at the principal executive office of the Company Maker for transfer or exchange, accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Maker duly executed by the Holder hereof or his its attorney duly authorized in writing, the Company Maker shall execute and deliver in exchange therefor a new Note note or Notesnotes, as may be requested by such Xxxxxx, in the same aggregate unpaid principal amount and payable on the same date terms as the principal amount of the Note note or Notes notes so surrendered; each such new Note shall be dated as of the date to which interest has been paid on the unpaid principal amount of the Note note or Notes notes so surrendered and shall be in such principal amount and registered in such name or names as such Holder may designate in writing; provided, however, that if the person in whose name a Note is requested to be registered is other than the registered owner of this Note, Maker may require, prior to issuance of a Note in the name of such other person, that it receive reasonable transfer documentation (including opinions) or other evidence that the issuance of a Note in such other name as requested does not and will not cause a violation of the Securities Act, any similar Federal statute at the time in effect or any applicable state securities laws. (c) Upon receipt by the Company Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note and of indemnity reasonably satisfactory to it, and upon reimbursement to the Company Maker of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note (in case of mutilation) the Company ), Maker will make and deliver in lieu of this Note a new Note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid principal amount of this Note in lieu of which such new Note is made and delivered.

Appears in 1 contract

Samples: Secured Convertible Term Note (Dyax Corp)

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