Second Note. The second note ("Second Note") shall be in the principal amount of Two Million Nine Hundred Fifty Thousand and 00/100 ($2,950,000.00). The Second Note shall (i) bear interest at the rate of eight and one-half percent (8.5%) per annum, (ii) shall provide for monthly payments of principal and interest based on a 25-year amortization schedule; (iii) provide for a principal payment in the amount of One Million and 00/100 Dollars ($1,000,000.00) on the date which is eighteen (18) months from the date of the Second Note; and (iv) shall be fully due and payable on the date which is two (2) years from the date of the Second Note. The First Note and the Second Note are sometimes hereinafter collectively referred to as the "Notes".
Second Note. Within five (5) calendar days after the receipt by ComVest of a certificate (the "FDA CERTIFICATE"), signed on behalf of the Company by its President and Chief Executive Officer, to the effect that (i) the FDA has completed its field audit at the Company and the Company has met with the lead auditor and conducted an exit (or completion) interview to review the results of the audit and to discuss with the lead auditor the findings, recommendations, citations and requirements that are likely to be, or, if then available, that are contained in the FDA's written report (including any Form 483) to be issued in connection with the audit, (ii) based on the exit interview, such written report (including any Form 483), if any, and taking into account discussions with the FDA audit team during the course of the audit, to the Company's knowledge, neither the FDA audit report, when issued, nor any interim finding, order or requirement issued by the FDA in connection with the audit contains or recommends any of the following: (A) any order requiring closure of one or more of the Company's present or contemplated lines of business; (B) any order requiring a product recall, which, if required to be implemented in accordance with its terms, would reasonably be expected to have a Material Adverse Effect; (C) the imposition of any fines that would reasonably be expected to have a Material Adverse Effect; or (D) any requirement to change the practices or business operations of the Company in a manner materially inconsistent with its present method of operation (except for such matters which the Company is then contesting in good faith) unless such changes are not reasonably expected to have a Material Adverse Effect or to have a materially adverse impact on its presently forecasted results of operations for 2005 and 2006 and (iii) the Company wishes to issue and sell the Second Note, ComVest shall purchase the Second Note. The purchase price for the Second Note to be purchased hereunder is $2,000,000 (the "SECOND NOTE PURCHASE PRICE"), which shall be payable by wire transfer of immediately available funds to the Company at the time of closing of such Second Note purchase (the "SECOND NOTE CLOSING Date"). If the FDA Certificate is not received by ComVest by November 15, 2005, then the Post-Closing Commitment shall automatically terminate and be of no further force or effect.
Second Note. As of March 6, 1997, Borrower shall execute and deliver to Lender the Second Note. In no event shall Lender be obligated, in any way whatsoever, to advance any additional funds to Borrower under or with respect to the Second Note or otherwise. All outstanding principal of, and accrued interest on, the Second Note shall become due and payable, without notice or demand, on the earlier of (1) the date that all outstanding principal of, and accrued interest on, the Note becomes due and payable, for any reason, including without limitation, upon the occurrence of an Event of Default under the Loan Agreement and (2) September 26, 2002. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, from and after the occurrence of an Event of Default, the outstanding principal balance of the Second Note shall bear interest at the Second Note Default Rate until such time as all of the Obligations are paid in full.
Second Note. The Loan Agreement is hereby amended by adding new Sections 2.5A, 2.5B., 2.5C and 2.5D immediately after Section 2.5 of the Loan Agreement as follows:
Second Note. The Second Loan shall be evidenced by a promissory note (as amended, supplemented, replaced or otherwise modified from time to time, the "Second Note"), substantially in the form of Exhibit A, with appropriate insertions, payable to the order of the Bank on or be(pound)ore the Second Termination Date in an amount equal to the Second Commitment Amount (if, less, in the aggregate unpaid principal amount of the Second Loan).
Second Note. The Second Note shall be in the form annexed hereto as Exhibit D. The Second Note shall (a) have a principal amount of $1,000,000.00, (b) have a term of four years, with the principal amount thereof payable on the fourth anniversary date of the Closing Date, (c) not bear interest, (d) not be subject to adjustment or set off, (e) be subject to prepayment by NDI without penalty, (f) not be secured by a letter of credit, (g) be subject to acceleration if payment of the Note is accelerated and (h) be guaranteed by Xxxxxx.
Second Note. The outstanding principal balance of the Second Note as of the date hereof is $25,000,000.00;
Second Note. Upon execution of this Agreement, the Subsidiary shall issue a secured subordinated promissory note substantially in the form attached hereto as Exhibit B in the principal amount of $1,400,000 (the "Second Note"). The parties acknowledge that the Purchaser delivered to the Subsidiary the purchase price of the Second Note on December 18, 2002.
Second Note. Subject to the terms and conditions of this Agreement, the Subscriber agrees to subscribe for and purchase, at the Second Closing (as defined below), and the Company agrees to issue and sell to the Subscriber, at the Second Closing, a Note (the “Second Note”) in the principal amount of $20,000,000.00 (the “Second Note Loan Amount”); provided that in the event that third-party accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) in the Company Equity Raise (as defined below) subscribe for and purchase Ordinary Shares in an aggregate amount in excess of $35,000,000.00 (such amount in excess of $35,000,000.00, the “Excess Amount”), and fully fund such investment into the Company prior to December 27, 2024, then the Subscriber shall have the option (but not the obligation) to reduce the Second Note Loan Amount by an amount not to exceed the Excess Amount, exercisable by providing written notice to the Company of its election to reduce the Second Note Loan Amount on or prior to December 29, 2024. For the avoidance of doubt, in the event the Excess Amount is equal to or greater than $20,000,000.00, the Subscriber may, at its sole discretion, opt to not purchase the Second Note by providing prior written notice to the Company as set forth in the immediately preceding sentence.
