Note Satisfaction Sample Clauses

Note Satisfaction. Upon the terms and subject to the conditions of this Agreement, the Parties agree that the Note shall be deemed satisfied in full and fully discharged and released by the payment of the Note Satisfaction Amount, which shall be paid as follows: (a) $3,453,581.53 plus all accrued but unpaid interest on the Note, shall be paid in cash via wire transfer of immediately available funds on the Closing Date to an account or accounts designated by the Noteholders (the “Cash Payment”), and (ii) an aggregate number of shares of Common Stock equal to $2,253,591.53 divided by the Conversion Price (as defined below) (the “Shares”) shall be issued by the Company to the Noteholders in the proportions designated on Exhibit A, which shares shall be delivered to each Holder in book-entry form and registered in the name of such Holder with the transfer agent of the Company. The “Conversion Price” shall mean $2.33, representing the average closing bid price of the Common Stock, as reported by Bloomberg for the five (5) trading days preceding the Closing Date. For purposes of this Agreement and the conversion, fractional shares will be rounded to the nearest whole share.
Sample 1
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Note Satisfaction. (a) Employee agrees to tender and assign to the Company a stock certificate representing 10,200 shares of the Company's common stock within 10 days of the date hereof. Such certificate shall be freely tradeable (without transfer restrictions). Such stock certificate shall be delivered by Employee with stock powers executed in blank covering the shares represented by such certificate. The delivery of such stock certificate by Employee shall constitute the Employee's representation and warranty that the shares of common stock represented by such certificate are owned by the Employee free and clear of any liens or encumbrances. Upon the delivery of such stock certificate, the Employee's obligations under the promissory note of the Employee dated July 31, 1996 issued to the Company in the remaining principal amount of $20,000 shall be deemed satisfied in full.
Sample 1

Related to Note Satisfaction

  • Accord and Satisfaction No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein stipulated to be paid shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy provided herein or by law.

  • Full Satisfaction All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE II.

  • Release and Satisfaction Upon the termination of this Agreement and the indefeasible payment in full of the Obligations, the Secured Party shall deliver to each Grantor, upon request therefor and at such Grantor’s expense, releases and satisfactions of all financing statements, notices of assignment and other registrations of security.

  • Retention in Satisfaction Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Release Condition Notwithstanding anything to the contrary herein, no Severance Payments shall be due or made to Employee hereunder unless (i) Employee shall have executed and delivered a general release in favor of Employer and its affiliates, (which release shall be submitted to Employee for his review by the date of Employee’s termination of employment (or shortly thereafter), be substantially in the form of the Separation Agreement and Release attached hereto as Exhibit A and otherwise be satisfactory to Employer) and (ii) the Release Effective Date shall have occurred on or before the thirty-sixth (36th) day following the date employment terminates. The “Release Effective Date” shall be the date the general release becomes effective and irrevocable.

  • No Accord and Satisfaction No acceptance by Landlord of a lesser sum than the Fixed Rent, Additional Rent or any other charge then due shall be deemed to be other than on account of the earliest installment of such rent or charge due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent or other charge be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy in this Lease provided.

  • Satisfaction Requirement If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

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