Note Terms. The Company defaults in the due and punctual performance or observance of any material terms contained in this Note, and such default continues for a period of ten (10) consecutive days after written notice thereof to the Company by Seller;
Note Terms. For value received, US Capital Global Lending LLC a Delaware limited liability company (the “Company”), promises to pay to INVESTOR (the “Holder”) the outstanding principal amount of _____________________________.
Note Terms. All Notes shall be due and payable, shall bear interest and shall be convertible into other securities as set forth in the Note.
Note Terms. (a) Each Note issued shall be a non-negotiable promissory note.
(b) Each Note shall be payable on such further terms and conditions as are set forth on Exhibit A attached hereto. A Note may not be assigned by a Lender without the prior written consent of the Borrower.
(c) Each Note is acknowledged to be subject to a Note Purchase Agreement, of even date herewith, by and among the Lenders and Xxxxxx Holdings, Inc., a Delaware corporation (the "Note Purchase Agreement").
(d) Borrower grants to Lenders a continuing security interest in all presently existing and later acquired assets (whether tangible or intangible) of the Borrower and its subsidiaries to secure all obligations and performance of each of Borrower's duties under this Agreement and the Note. Any security interest will be subordinated to the security interests and other rights of the Bank and Exim pursuant to the Subordination Agreement, as described in Section 4 below. The Borrow covenants and agrees to deliver such security agreements, documents and other instruments as may be reasonably requested by Lenders in order to give effect to the foregoing security interest.
Note Terms. The existing Promissory Note with Able Telcom Holding Corp. ("Able") as the maker and MFS Communications Company, Inc. ("MFS") as the payee shall be assigned to WorldCom Network Services, Inc. ("WorldCom") and shall be replaced by a promissory note of Able payable to WorldCom in the principal amount of $30,000,000 bearing interest at 11.5% from September 1, 1998. The Maturity Date of the Note will be December 15, 2000 (the "Maturity Date"). Interest shall accrue and be payable on February 28, 1999 and quarterly thereafter and on the Maturity Date. The Note may be prepaid in part or in total without penalty. The principal amount of the Note shall be prepaid as follows:
a. Subject to the consent of NationsBank, N.A., after the date hereof, by applying as a credit thereto an amount equal to 8% of the amount otherwise payable by WorldCom, or any affiliate thereof, to Able, or any affiliate thereof, under any "Management Services Agreement" ("MSA"), including, without limitation, the MSA dated July 2, 1998;
b. By Able paying WorldCom on the first business day after Able receives the proceeds of any of the following:
i. $7,000,000 upon the sale of NYSTA conduit;
ii. $1,500,000 upon payment by The Xxxxxxxx Companies of a fee for the installation of conduit; and
iii. The greater of 50% of the net profits or 25% of the proceeds received from time to time under any maintenance agreement associated with the sale of NYSTA conduit.
Note Terms. (i) Any Note shall be paid in no more than 12 equal quarterly installments of principal and interest, and the first installment of which shall be due 90 days after the Closing.
(ii) Any Note shall bear interest on such principal amount at the minimum rate established pursuant to IRS Code Sections 483 and 1274 necessary to avoid any imputed interest or original issue discount being attributed to the Note holder. The Note shall provide that the maker shall pay a late penalty equal to 5% of any payment which is not paid within five days of its due date. The Note shall further provide that the maker shall have the right at any time to prepay without penalty all or any part of the balance due on the Note with interest to the date of prepayment. Partial prepayments shall be applied to the last maturing installments in inverse order.
(iii) Any Note shall be secured by a pledge of such number of the purchasing Initial Holder’s Proportionate Voting Shares or Subordinate Voting Shares or such other assets (excluding the Multiple Voting Shares being acquired) such that the Pledged Value equals the principal amount of the Note. “Pledged Value” per Proportionate Voting Share means the closing price of the Subordinate Voting Shares on the principal trading market for such shares on the trading day immediately preceding the Valuation Date, multiplied by 80; and “Pledged Value” per Subordinate Voting Share means the closing price of the Subordinate Voting Shares on the principal trading market for such shares on the trading day immediately preceding the Valuation Date. Pledged Value of any other assets shall be valued at fair market value of such assets. The pledge agreement shall name the Company to act as pledgeholder and shall contain such other terms as shall be reasonable and customary in stock pledge agreements.
Note Terms. (a) Each Subscription Note is granted on, and subject to, the Note Terms.
(b) Each party undertakes in favour of the other that it will comply with the Note Terms.
(c) The Subscription Notes may only be Converted or Repaid (each as defined in the Note Terms), in accordance with the Note Terms.
Note Terms. 1 1.3. Warrants............................................................... 2
Note Terms. Effective May 1, 2021 (“Effective Date”) the Note terms are modified as follows:
a) The defined term Interest Rate shall mean 3.85% per annum, fixed through to the Maturity Date.
b) Commencing as of the Effective Date, payments of principal shall not be required and quarterly interest only payments shall be due and payable on the 1st day of each February, May, August, and November through and including the Maturity Date.
c) Notwithstanding anything to the contrary in the Note or Credit Agreement, the Loan is closed to prepayment through the Maturity Date.
Note Terms. The Company defaults in the due and punctual performance or observance of any material terms contained in this Note (other than payment defaults which are covered by subparagraphs (a) and (b) above), and such default continues for a period of thirty (30) days after receipt of the notice to the Company from the Holder specifying in reasonable detail the default to be cured, except that any such default by the Company will not result in an Event of Default hereunder if waived by the Holder;
