Common use of Status of Note Clause in Contracts

Status of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of the Company, other than Indebtedness owing to the other Investors under the other Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”) and existing Indebtedness owing pursuant to the Asset-Based Facility , and the obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing to the other Investors under the Other Notes. Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness in respect of the Other Notes) or any class of shares of the Maker, an amount equal to the sum of the Outstanding Principal Amount, plus the Make-Whole Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.

Status of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of the Company, other than Indebtedness owing to the other Investors under the other Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”) and existing Indebtedness owing pursuant to the Asset-Based Facility , and Company except that the obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing to the other Investors under the other Class B Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”) and shall be subordinate to Indebtedness owing the Class A Notes to which this Note and all other Class B Notes are expressly subordinate. Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled to receivereceive after the Class A Notes have been fully repaid or converted, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness in respect of the Other Notes) or any class of shares of the Maker, an amount equal to the sum of the Outstanding Principal Amount, plus the Make-Whole Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.

Status of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of the Company, other than Indebtedness the amounts owing to the other Investors under the other Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”) and existing Indebtedness owing pursuant to the Asset-Based Facility ), and the Additional Notes when issued, to the extent of the first lien security interest in the collateral per the Security Agreement. The obligations of the Maker under this Note shall rank pari passu with all other Indebtedness the amounts owing to the other Investors under the Other Notes and to the Holder and the Other Investors under the Additional Notes. Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness in respect of the Other Notes) or any class of shares capital stock of the Maker, an amount equal to the sum of the Outstanding Principal Amountoutstanding Principal, plus the Make-Whole AmountInterest and any other sums due. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.

Status of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of the Company, other than Indebtedness owing the amounts owed under the Term Notes, to the other Investors under extent of the other Notes (as such term is defined first lien security interest in the Purchase collateral per the Pledge and Security Agreement) (the “Other Notes”) and existing Indebtedness owing pursuant to the Asset-Based Facility , and the . The obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing the amounts owed under the Term Notes and to the other Investors under the Other NotesHolders. Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder Holders will be entitled to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness in respect of the Other Notes) or any class of shares capital stock of the Maker, an amount equal to the sum greater of (i) the outstanding Principal, Interest and any other sums due and (ii) the amount that would have been received by Holders had they converted the Notes into Common Stock immediately prior to such Liquidation Event and participated in distributions payable to the holders of the Outstanding Principal Amount, plus the Make-Whole AmountCommon Stock. For purposes of this Note, “Liquidation Event” means (i) a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the MakerMaker or (ii) a Change of Control transaction.

Status of Note. The obligations of the Maker under this Note shall rank senior to be pari passu with all other existing Indebtedness and equity of the Company, other than Indebtedness owing to the other Investors under the other Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”) and existing Indebtedness owing pursuant to the Asset-Based Facility , and the obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing to the other Investors under the Other Notes. Upon any Liquidation Event (as hereinafter defined), but subject in all cases the Company will use best efforts to the Purchase Agreement, ensure that the Holder will be entitled to receive, receive (a) before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness in respect of the Other Notes) or any class of shares capital stock of the MakerMaker which by its terms ranks junior to, or is otherwise subordinated to, the obligations owing to the Holder under the Transaction Documents (any such Indebtedness or class of capital stock which ranks junior to, or is subordinated to, the obligations owing to the Holder, the “Junior Obligations”), an amount equal to the sum Outstanding Principal Amount and (b) on a pari passu basis with all other holders of other Indebtedness of the Maker or any class of capital stock of the Maker, other than the Junior Obligations, an amount equal to the Outstanding Principal Amount, plus the Make-Whole Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.

Status of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of the Company, Company except that the obligations of the Maker under this Note shall rank pari passu with all other than Indebtedness owing to the other Investors under the other Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”) and existing Indebtedness owing pursuant to the Asset-Based Facility , and the obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing to the other Investors under the Other Notes). Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than Indebtedness in respect of the Other Notes) or any class of shares of the Maker, an amount equal to the sum of the Outstanding Principal Amount, plus the Make-Whole Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Maker.