Promissory Note Consideration Sample Clauses

Promissory Note Consideration. Multiband shall deliver to DTHC on the Closing Date the Note Consideration. The principal amount of the Primary Promissory Note shall be aggregated with the remaining principal amount due under the MMT Promissory Note, and the Working Capital Note and the Primary Promissory Note will be represented by two separate promissory notes in the respective amounts of Five Hundred Thousand and No/100 Dollars ($500,000.00) and Forty Million Two Hundred Thousand and No/100 Dollars ($40,200,000.00), which second dollar amount has been adjusted pursuant to Section 8.15 of this Agreement. The Working Capital Note and the Primary Promissory Note shall be substantially in the forms attached hereto as Schedule 1.47 (the “Multiband Secured Promissory Notes”). The Multiband Secured Promissory Notes, and the obligations under this Agreement shall be secured by: (a) a first-priority pledge of the DTHC Operating Entities’ Stock by Multiband to DTHC pursuant to a Loan and Stock Pledge Agreement in form and substance to be reasonably agreed by the Parties and to be attached hereto as Exhibit B (the “Loan and Pledge Agreement”); (b) a first-priority pledge of the 51% of MMT’s common stock that Multiband currently owns (the “Multiband MMT Stock”), pursuant to the Loan and Pledge Agreement; (c) a first-priority, perfected security interest in all of the assets of all of the DTHC Operating Entities, pursuant to a Security Agreement in form and substance to be reasonably agreed upon by the Parties and to be attached hereto as Exhibit C (the “Security Agreement”); and (d) an unconditional Guaranty by Multiband and the DTHC Operating Entities to DTHC in form and substance to be reasonably agreed upon by the Parties and to be attached hereto as Exhibit D (the “Guaranty”).”
Sample 1
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Promissory Note Consideration. (a) The form of the First Promissory Note is set forth on Exhibit C-1. The First Promissory Note shall bear simple interest fixed at the Prime Rate as published in the Money Rates section of the Wall Street Journal on the Business Day preceding the Effective Date and be payable in twelve (12) amortized quarterly installments of principal and interest, the first of which shall be due three months after the Effective Date. The First Promissory Note shall be unsecured, and at Closing, the Seller shall execute the Subordination Agreement in the form attached hereto as Exhibit D. The First Promissory Note shall be subject to potential adjustment as provided in Section 2.3 below.
Sample 1

Related to Promissory Note Consideration

  • Sole Consideration Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Aggregate Consideration 10.1 Agreement.......................................................................

  • Transaction Consideration The Transaction Consideration;

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Stock Consideration 3 subsidiary...................................................................53

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