Rockridge Note Sample Clauses

Rockridge Note. The Purchaser shall have the right, in its sole discretion, at any time (i) during the month of January 2015, or (ii) after a default by the Borrower under either the Rockridge Note or the Note, to cause the Borrower to pay off all or a portion of the then outstanding balance, inclusive of principal and interest, owed by the Borrower under the Rockridge Note (such amount paid in respect of the Rockridge Note is referred to as the “Payoff Amount”). In order to effectuate the foregoing, the Purchaser may loan to the Borrower an amount equal to the Payoff Amount (the date of the making of such loan being referred to as the “Loan Date”) and the Borrower agrees to use the proceeds of such loan solely for purposes of making payment to Rockridge Capital, LLC of the Payoff Amount within one (1) business day of the Loan Date. As consideration for the loan by Purchaser, an amount equal to the Payoff Amount shall be added to the outstanding balance of the Note and such amount shall be due and payable by Borrower, together with all interest accrued thereon, pursuant to the terms of the Note. Borrower acknowledges and agrees to execute all such documents and instruments as requested by the Purchaser in order to add the Payoff Amount to the principal of the Note. In addition, the Borrower shall be responsible for all out-of-pocket fees and expenses (including reasonable attorneys’ fees) incurred by the Purchaser in connection with this Section 5(m). The Borrower shall also pay to Purchaser and Sigma Advisors, on the Loan Date, an amount equal to $25,000 in cash on the Loan Date and $4,000 per month, payable to Sigma Advisors on each one-month anniversary of the Loan Date, for each month during the period commencing on the Loan Date and ending on June 30, 2015, up to a total of $45,000 in aggregate (collectively, the “Loan Fees”). Borrower acknowledges and agrees that it will cause Rockridge Capital Holding, LLC to agree, in writing, to the terms and conditions of this Section 5(m) as a deliverable at Closing, as set forth in Section 6(e).
Sample 1
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Rockridge Note. Section 5(m) of the February 2014 Purchase Agreement is hereby amended to replace “October 14, 2014” with “December 31, 2014” and to replace “December 18, 2014” with “December 31, 2014”.
Sample 1
Rockridge Note. The Purchaser shall have the right, in its sole discretion, at any time upon the earlier of (i) a default by the Borrower under either the Rockridge Note, the Note or the Prior Sigma Note, or (ii) October 14, 2014, to cause the Borrower to pay off all or a portion of the then outstanding balance, inclusive of principal and interest, owed by the Borrower under the Rockridge Note (such amount paid in respect of the Rockridge Note is referred to as the “Payoff Amount”). In order to effectuate the foregoing, the Purchaser may loan to the Borrower an amount equal to the Payoff Amount (the date of the making of such loan being referred to as the “Loan Date”) and the Borrower agrees to use the proceeds of such loan solely for purposes of making payment to Rockridge Capital, LLC of the Payoff Amount within one (1) business day of the Loan Date. As consideration for the loan by Purchaser, an amount equal to the Payoff Amount shall be added to the outstanding balance of the Prior Sigma Note and such amount shall be due and payable by Borrower, together with all interest accrued thereon, pursuant to the terms of the Prior Sigma Note (as reflected in Allonge No.
Sample 1

Related to Rockridge Note

  • Convertible Note 9 Section 3.8

  • Promissory Note The Promissory Note is enclosed. The Chief Financial Officer is required to sign it and return it to the OPWC Loan Officer, Xxxxx XxXxxx. It is preferable that you scan and email it to her at Xxxxx.XxXxxx@xxx.xxxxx.xx.xx but may also mail it to the address on our letterhead. Only use one method.

  • Bridge Loan (a) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan. (b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement. (d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • NOTE For Community-­‐Based TLDs Only] Obligations of Registry Operator to TLD Community. Registry Operator shall establish registration policies in conformity with the application submitted with respect to the TLD for: (i) naming conventions within the TLD, (ii) requirements for registration by members of the TLD community, and (iii) use of registered domain names in conformity with the stated purpose of the community-­‐based TLD. Registry Operator shall operate the TLD in a manner that allows the TLD community to discuss and participate in the development and modification of policies and practices for the TLD. Registry Operator shall establish procedures for the enforcement of registration policies for the TLD, and resolution of disputes concerning compliance with TLD registration policies, and shall enforce such registration policies. Registry Operator agrees to implement and be bound by the Registry Restrictions Dispute Resolution Procedure as set forth at [insert applicable URL] with respect to disputes arising pursuant to this Section 2.19. Registry Operator shall implement and comply with the community registration policies set forth on Specification 12 attached hereto.]

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Revolving Note The Revolving Loans made by each Lender shall, in addition to this Agreement, also be evidenced by a promissory note of the Borrower substantially in the form of Exhibit K (each a “Revolving Note”), payable to the order of such Lender in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

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