Seniority of Note. The Company represents that upon receipt of the funds from this Offering and the application thereof as contemplated in this Agreement, the Notes shall be senior in terms of priority on liquidation to all other existing debt obligations of the Company (the “Remaining Debt”).
Seniority of Note. This Note shall rank (i) on parity with the New Notes with respect to the right of repayment and claim under the security interest in and to any or all of the Collateral and (ii) senior to any and all other Indebtedness, as defined below, of the Company, unless the Company receives the prior written consent of the Holders of a Majority in Interest, to otherwise incur Indebtedness senior to or on parity with this Note. This Note is issued subject to the provisions of this Section 3 and each person taking or holding this Note, accepts and agrees to be bound by these provisions.
Seniority of Note. The Convertible Notes shall rank pari passu with all other Prior Notes and senior to all unsecured Indebtedness of the Company. This Convertible Note is issued subject to the provisions of this Section 5 and each person taking or holding this Convertible Note, accepts and agrees to be bound by these provisions. Accordingly, the indebtedness evidenced by this Convertible Note is hereby expressly in right of payment to the prior payment of all other Indebtedness. The Holder will not demand or receive from the Company (and Company will not pay to the Holder) all or any part of the Convertible Note, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will the Holder exercise any remedy with respect to any of the collateral secured by the Senior Indebtedness, nor will the Holder commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against the Company, except in accordance with the Security Agreement. Notwithstanding the foregoing, the Holder shall be entitled to receive cancellation of indebtedness hereunder in consideration of the conversion of such indebtedness into securities of the Company pursuant to the terms of this Convertible Note. Nothing in this section shall prohibit the Holder from converting all or any part of the Convertible Note into equity securities of the Company. The Company and the Holder further agree that neither the Company nor the Holder will modify this Section 5 without the prior consent of holders of a Majority in Interest of the Convertible Notes.
Seniority of Note. This Note shall rank senior to any and all other Indebtedness, as defined below, of the Company, unless the Company receives the prior written consent of the Holders of a Majority in Interest, to otherwise incur Indebtedness senior to this Note. This Note is issued subject to the provisions of this Section 3 and each person taking or holding this Note, accepts and agrees to be bound by these provisions.
Seniority of Note. Upon issuance, the Commitment Note is not, and in the future shall not, be junior to any Indebtedness of the Company or any majority-owned subsidiary of the Company, excluding the amounts owed by the Company to: (i) RAB pursuant to the Amended Note; (ii) those lessors set forth on Schedule C that have a valid security interest in or lien on the leased personal property set forth on Schedule C, as the case may be; and (iii) such other creditors of the Company or other persons, if any, as may be permitted by RAB in writing in advance in their sole and absolute discretion.
Seniority of Note. This Note shall be senior to all other Indebtedness of the Maker other than Indebtedness arising under the line of credit with Pacific Western Bank and other indebtedness as set out on exhibit “A”. Notwithstanding the prior sentence, “Holder” shall be senior or senior subordinated on all M Line Holdings, Inc. assets where possible and no future indebtedness shall be occurred without written consent of Holder. “Indebtedness” shall mean, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including (without limitation) “capital leases” in surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, and (vii) all indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any person, even though the person which owns such assets or property has not assumed or become liable for the payment of such indebtedness.
Seniority of Note. This Note will be Senior to all Notes, Debentures and any Loan entered into by the Company for the term of the Note.
Seniority of Note. The Company, for itself, its successors and assigns, covenants and agrees, and the holder of this Note and each successor holder of this Note by such holder’s acceptance hereof, likewise covenants and agrees, that notwithstanding any other provision of the Agreement or this Note, the payment of the principal of and interest on this Note shall be pari passu in right of payment to the payment in full of all amounts due to other holders of these Notes.
