Secured Promissory Note. The Loans shall be evidenced by a Secured Convertible Promissory Note in the form attached as Exhibit A hereto (a “Secured Promissory Note”), and shall be repayable or converted into Borrower Securities as set forth in this Agreement. Borrower irrevocably authorizes the Lender to make or cause to be made, on or about the Funding Date or at the time of receipt of any payment of principal, an appropriate notation on the Secured Promissory Note Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Loan set forth on the Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Lender (absent manifest error), but the failure to record, or any error in so recording (other than manifest error), any such amount on the Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under the Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender and a customary indemnification agreement, in a form reasonably acceptable to Borrower, as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.
Secured Promissory Note. This Amended and Restated Secured Promissory Note issued by the Company in favor of the Payee amends and restates in its entirety, and is issued by the Company in replacement of and substitution for a Secured Promissory Note of identical principal amount issued to Payee pursuant to the Loan Agreement(the “Original Note”). The Company and the Payee acknowledge and agree that upon the execution delivery of this Amended and Restated Secured Promissory Note, the Original Note shall be null and void and of no further legal force or effect. The form of such Replacement Note shall be also be attached to the applicable Loan Agreement as an acceptable form of note to be issued pursuant thereto.
Secured Promissory Note. This Secured Promissory Note (this “Note”) is made , 2008, by Fluidigm Corporation (“Borrower”) in favor of Lighthouse Capital Partners V, L.P. (collectively with its assigns, “Lender”). Initially capitalized terms used and not otherwise defined herein are defined in that certain Loan and Security Agreement No. 4561 between Borrower and Lender dated March 29, 2005, as amended (the “Loan Agreement”). For Value Received, Borrower promises to pay in lawful money of the United States, to the order of Lender, at 500 Drake’s Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, or such other place as Lender may from time to time designate (“Lender’s Office”), the principal sum of $ (the “Advance”), including interest on the unpaid balance and all other amounts due or to become due hereunder according to the terms hereof and of the Loan Agreement.
Secured Promissory Note. This Note shall be secured by all of the intellectual property of the Company, as provided in the Intellectual Property Security Agreement between the parties entered into in connection with the Purchase Agreement for the Note.
Secured Promissory Note. Holdings and The T Partnership agree that: (a) the designation of Series A Preferred Stock of the Surviving Corporation, which shall be convertible into the shares of Holdings Common Stock at a conversion price equal to the product of 120% multiplied by the price per share of the common stock of Holdings used as the basis for the consideration given (either in the form of issued stock, if any, or warrants, provided the exercise price of the warrant reflects the current market value of common stock, or otherwise) in exchange for any capital raised pursuant to Section 7.7 of this Agreement, shall be as set forth in Exhibit 1.4 attached hereto, and such number of shares of Preferred Stock having a liquidation value equal to $1,000,000 of the Company's indebtedness outstanding and due to The T Partnership at the time of the Closing shall be issued in redemption of $1,000,000 of such indebtedness; (b) Holdings shall execute a conditional note for the benefit of The T Partnership in the form set forth in Exhibit 6.16(b) attached hereto; and (c) Holdings shall execute a secured promissory note in an amount not to exceed $1,300,000, which amount shall include interest up through Closing on the Company's current indebtedness to The T Partnership, but such amount shall not include any amount described under Section 9.13(b) which shall be payable at Closing, substantially in the form set forth in Exhibit 6.16(c) attached hereto.
10. The introductory phrase under ARTICLE VII shall be deleted in its entirety and replaced with the following: The obligations of each Party to perform this Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby will be subject to the satisfaction of the following conditions:
Section 7.1 shall be deleted in its entirety and replaced with the following: STOCKHOLDER APPROVAL. This Agreement, the Plan of Merger and the Merger shall have been approved and adopted by at least two-thirds (2/3) of the outstanding shares voting of the Company Common Stock.
Secured Promissory Note. The due and punctual payment in full (and not merely the collectibility) of all principal (including any amounts advanced after the date hereof) and interest under the Secured Promissory Note dated January 7, 2002 made by the Debtor in favor of the Secured Party, as payee (the "Note"), in each case when due and payable, according to the terms of the Note, whether at maturity, by acceleration or otherwise, and regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of the Debtor (a "Reorganization"); and (ii) the due and punctual payment in full (and not merely the collectibility) of all other sums and charges which may at any time be due and payable in accordance with or under the terms of the Note, regardless of the extent allowed as a claim in any Reorganization.
Secured Promissory Note. The Secured Promissory Note described in Section 1(e)(ii) and attached as Exhibit A, and the accompanying Security Agreement are valid and binding. Buyer agrees to fully cooperate with Seller regarding execution and filing of any applicable UCC statements related to the Secured Promissory Note.
Secured Promissory Note. A Secured Promissory Note in the original principal amount of Two Million and No/100 Dollars ($2,000,000.00), substantially in the form attached hereto as Exhibit A, and secured by, among other things, one or more mortgages on the Purchased Assets consisting of Owned Real Property giving Seller a first priority mortgage lien on such property, one or more leasehold mortgages on the Purchased Assets consisting of Leased Real Property giving Seller a first priority mortgage lien on such leases, a security agreement on the Purchased Assets consisting of personal property giving the Seller a first priority security interest on such personal property, and one or more pledge agreements on the Buyer’s ownership of the stock of Subsidiary.
Secured Promissory Note. (Real Estate Loan) in the original principal amount of $1,329,277.37 dated as of the date hereof from Borrower to Lender (the "Term Note").
Secured Promissory Note. The Note duly executed by Borrower.
