Senior Secured Note. Payment of the full amount of this Senior Note is secured by the “Collateral” identified and described as security therefor in the Security Agreement. The Company shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any Lien (as defined in the Security Agreement) on or in the Collateral, or in any portion thereof, except as permitted pursuant to the Security Agreement. The rights of the Senior Noteholders in the Collateral are subordinated to the interests in such Collateral securing the Company’s Bank Borrowings (as defined in the Security Agreement).
Senior Secured Note. In reliance upon the respective representations, warranties and covenants of the Parties contained in this Agreement, and subject to satisfaction of the applicable conditions set forth in Article II of this Agreement, at the Initial Investment Closing, the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Company, the Senior Secured Note for an aggregate purchase price of $12,500,000 (the “Senior Secured Note Amount”).
Senior Secured Note. (ss. 11.1(a)).
Senior Secured Note. On the Closing Date, the GTCR Investor shall deliver, or cause to be delivered, to a bank account identified or as otherwise directed by the Company, an amount in immediately available funds equal to $60,000,000, and the Contributors shall cause the Company to deliver the Senior Secured Note to the Investors. Upon its receipt of such funds on the Closing Date, the Contributors shall cause the Company to distribute such funds to redeem 60,000,000 Class B Units of the Company held by the Contributors. The parties acknowledge and agree that for US federal and applicable state income taxes such distribution of cash shall be treated pursuant to Treasury Regulation Section 1.707-3, as a sale by the Contributors to the Company of an undivided interest in each of the assets transferred by the Contributors to the Company pursuant to the Contribution Agreement.
Senior Secured Note. (Section 11.1(a)).
Senior Secured Note. The Borrower has authorized the issuance to the Lender of its senior secured note in the aggregate principal amount of Ten Million Six Hundred Thousand Dollars ($10,600,000), to be dated the date of issue thereof, to mature on the Maturity Date, to bear interest as provided in Section 2.2 below and to be in the form of Exhibit A hereto (the “Note”). The Borrower shall repay the outstanding principal balance plus all accrued and unpaid interest on the Note in full in cash on the Maturity Date unless accelerated or prepaid. The term “
Senior Secured Note. This Note shall be granted a first lien senior secured interest as evidenced by and to the extent set forth in that certain Security Agreement by and among the Borrower, its future subsidiaries (each, a “Guarantor”) and the Holder dated as of the Issuance Date (the “Security Agreement”).
Senior Secured Note. The Company shall issue to the Holder, on the date hereof, a Senior Secured Note due on the date that is 11 months after the date hereof in the form attached hereto as Exhibit A, in an aggregate amount equal to $3.0 million (the “August 2024 Note”) in exchange for the Holder’s Warrants. The foregoing exchange is pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”). The Company agrees that for purposes of Rule 144 under the Act the holding period of the Warrant shall “tack” to the holding period of the Note and the Company agrees not to take any position to the contrary.
Senior Secured Note. FOR VALUE RECEIVED, PROELITE, INC., a New Jersey corporation (the “Company”) hereby promises to pay to Showtime Networks, Inc. (the “Holder”) or its registered assigns or successors in interest, the sum of One Million Dollars ($1,000,000), together with any accrued and unpaid interest hereon, on June 18, 2009 (the “Maturity Date”) if not sooner indefeasibly paid in full.
Senior Secured Note. The Company shall have executed and delivered to Purchaser the Senior Secured Note.
