Transfer of Note. (a) The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. (i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note. (ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law. (b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 3 contracts
Samples: Original Issue Discount Secured Note (Phantom Entertainment, Inc.), Original Issue Discount Secured Note (Phantom Entertainment, Inc.), Original Issue Discount Secured Note (Phantom Entertainment, Inc.)
Transfer of Note. (a) The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable state securities lawslaws (unless such transaction is permitted by the plan of distribution in an effective Registration Statement). Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 2 contracts
Samples: Original Issue Discount Secured Note (National Storm Management Inc.), Original Issue Discount Secured Note (National Storm Management Inc.)
Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such transferee is (x) an "accredited investor" (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Before any such transfer prior to the date that is two years after the Issuance Date, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except by operation of law) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) The Holder, by acceptance hereof, agrees to give written notice to such consent of the Company before transferring this Note; such notice will describe briefly shall not be required for (1) any transfer after the proposed occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (2) any transfer and will give the Company the name, address, and tax identification number to an Affiliate of the proposed transferee, and will further provide Holder or any Person who is an investment fund which has the Company with same investment adviser as the Holder or whose investment adviser is an opinion Affiliate of the Holder’s counsel that such transfer can be accomplished in accordance with federal 's investment adviser and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to in the case of a proposed transfer of this Note to a Person (other than a Person described in compliance the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with this Section 2whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and any agent of shall so notify the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contraryHolder promptly.
Appears in 2 contracts
Samples: Convertible Note (Zix Corp), Convertible Note (Zix Corp)
Transfer of Note. (a) This Note and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Note at the principal office of the Company or its designated agent, together with a written assignment of this Note substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer; provided that upon transfer the transferee is reasonably acceptable to the Company and agrees to be bound by the terms of this Note. Additionally, upon transfer of this Note, the Holder shall notify the Company in writing of the portion of this Note assigned to the transferee of this Note. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Note or Notes in the name of the assignee or assignees, as applicable, and in the principal amount or amounts specified in such instrument of assignment, and shall issue to the assignor a new Note evidencing the portion of this Note not so assigned, and this Note shall promptly be cancelled. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
(b) This Note may be divided or combined with other Notes upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and principal amounts in which new Notes are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 9(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Note or Notes in exchange for the Note or Notes to be divided or combined in accordance with such notice. All Notes issued on transfers or exchanges shall be dated the initial issuance date set forth on the first page of this Note and shall be identical with this Note except as to the principal amount thereof.
(c) The Company may require, as a condition of allowing any transfer of this Note, that the Holder or transferee of this Note, as the case may be, provide the representations set forth in Section 3.2 of the Purchase Agreement.
(d) The Holder, by the acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer represents and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel warrants that such transfer can be accomplished in accordance with federal and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer it is acquiring this Note and, upon any exercise hereof, will acquire the shares of Series E Stock issuable upon such exercise, for its own account and not with a view to or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer for distributing or reselling such Series E Stock or any part thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and of 1933, as amended, or any applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representationslaw, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given except pursuant to this Section 2 may not be effected without registration sales registered or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by lawexempted thereunder.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: Convertible Note Agreement (AMERICAN POWER GROUP Corp)
Transfer of Note. (a) The HolderPrior to any sale, by acceptance hereofassignment, agrees to transfer, pledge, hypothecation or other disposition of this Note or of any legal or beneficial interest herein (a “Transfer”), the Holder shall give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion Borrower of the Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 8. Each such notice shall contain (a) a statement setting forth the intention of the Holder’s prospective transferee with respect to its retention or disposition of this Note, and (b) unless waived by the Borrower, an opinion of counsel that such transfer can for the Holder, which opinion shall be accomplished in accordance with federal reasonably acceptable to the Borrower, addressed to the Borrower as to the necessity or non-necessity for registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities lawslaws in connection with such Transfer and stating the factual and statutory bases relied upon by counsel. Promptly upon receiving such written notice, the Company The following provisions shall present copies thereof to the Company’s counsel.then apply:
(i1) If in the opinion of such counsel for the Borrower the proposed transfer Transfer of this Note may be effected without registration or qualification (under the Securities Act and any federal or applicable state securities laws), then the Company, as promptly as practicable, shall notify the Holder registered holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms intended method of disposition specified in the notice statement delivered by the Holder such holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable Borrower;
(2) If in the opinion of counsel and satisfactory for the Borrower the proposed Transfer of this Note may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, the registered holder of this Note shall not be entitled to Transfer all or any portion thereof until the requisite registration or qualification is effective; and
(3) No Transfers shall be permitted hereunder unless the transferee agrees in writing to be bound by the provisions of this Note.
(b) Each instrument issued upon a Transfer of this Note shall bear the legend set forth in the Purchase Agreement unless (1) in the opinion of counsel for the Holder, addressed to the Company to prevent further transfers which would be in violation Borrower, the registration of Section 5 future Transfers is not required by the applicable provisions of the Securities Act and applicable state securities laws; and provided further that , (2) the prospective transferee Borrower shall have waived the requirement of such legend or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii3) If in the reasonable opinion of counsel to the counsel referred to Borrower, such Transfer shall have been made in this Section 2, the proposed transfer or disposition of this Note described in the written notice given connection with an effective registration statement filed pursuant to this Section 2 may not be effected without registration the Securities Act or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and requirements of Rule 144 or Rule 144A (or any agent of similar or successor rule) promulgated under the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdueSecurities Act, and neither the Company nor any such agent shall be affected by notice to the contraryin compliance with applicable state securities laws.
Appears in 1 contract
Transfer of Note. (a) The Holder, by acceptance hereof, agrees to give written notice to This Note has not been registered under the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number Securities Act of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable 1933 or any state securities laws. Promptly upon receiving such written notice, This Note has been issued pursuant to an exemption from the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 statement requirements of the Securities Act and applicable state securities laws; has not been offered pursuant to any registration statement filed with, and provided further declared effective by, the SEC. This Note may not be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of except pursuant to an effective registration statement under such registration statement requirements or pursuant to an exemption from such requirements. The Holder of this Note by its acceptance hereof agrees to offer, sell or otherwise transfer such Security only (a) to the Company, (b) pursuant to Rule 144a, to a person it reasonably believes is a "Qualified Institutional Buyer" as defined in Rule 144a that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the prospective transferee transfer is being made in reliance on Rule 144a, (c) to an "Accredited Investor" within the meaning of subparagraph (a) (1), (2), (3) or purchaser shall execute (7) of Rule 501 under the Securities Act that is acquiring this Note for its own account, or for the account of an "Accredited Investor," for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or (d) pursuant to another available exemption from the registration statement requirements of the Securities Act, subject to the Company's right prior to any such documents and make such representationsoffer, warrantiessale or transfer pursuant to clause (c) or (d) to require the delivery of an opinion of counsel, and agreements as may be required solely certification or other information satisfactory to it. The Holder of this Note agrees that it will comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by lawforegoing restrictions.
(b) Prior to transfer This Note shall be registered on the books of the Company kept at its principal office for that purpose, and shall be transferable only on such books by the registered owner hereof in person or by a duly authorized attorney upon surrender of this Note properly endorsed, and only in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary9.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (R&g Financial Corp)
Transfer of Note. (a) The Holder, by acceptance hereof, agrees to give written notice This Note has not been and is not being registered under the provisions of the Act or any state securities laws and this Note may not be transferred unless the Holder shall have delivered to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished counsel, reasonably satisfactory in accordance with federal form, scope and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof substance to the Company’s counsel, to the effect that this Note may be sold or transferred pursuant to an exemption from such registration.
(ib) If in In addition to the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms requirements of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities lawsor "blue sky" laws which may be applicable to this Note, neither this Note nor any interest herein may be sold, assigned, or otherwise transferred except to a Permitted Transferee. As used herein, "Permitted Transferee" means (1) a person who is an "accredited investor" as defined in Regulation D under the Act and (2) an entity of which 70% or more of the beneficial ownership of such entity is beneficially owned by [NAME OF ORIGINAL BUYER] or which entity has the same investment adviser as [NAME OF ORIGINAL BUYER]. Prior to any such transfer to a Permitted Transferee, such Permitted Transferee shall (x) have made written representations and warranties to the Company with respect to such Permitted Transferee in the form of Section 2(a) and 2(c) of the Note Purchase Agreement, (y) shall have further represented in writing to the Company that such Permitted Transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or 23 24 prospects of the Company deemed relevant by such Permitted Transferee; that such Permitted Transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and provided further that has had the prospective transferee opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or purchaser shall execute supplemented to the date of transfer to such documents and make such representations, warrantiesPermitted Transferee, and agreements as may be required solely to comply with the exemptions relied upon reports and other information concerning the Company which at the time of such transfer have been filed by the Company for with the transfer or disposition SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the Note.
date of such transfer and (iiz) If shall have agreed in writing with the opinion Company to be bound by the provisions of Sections 4(a), 4(b), 4(g) and 8 of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by lawPurchase Agreement.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Transfer of Note. This Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to the date that is two years after the Issuance Date unless (1) such transferee is (x) an “accredited investor” (as defined in Regulation D under the 1933 Act) or (y) a QIB in a transfer that meets the requirements of Rule 144A and (2) the Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note may be sold or transferred without registration under the 1933 Act. Before any such transfer prior to the date that is two years after the Issuance Date, such transferee shall have represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or financial prospects of the Company and the Subsidiaries deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with the SEC pursuant to the 1934 Act. In addition, this Note may not be transferred (except by operation of law) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; provided, however, that (a) The Holder, by acceptance hereof, agrees to give written notice to such consent of the Company before transferring this Note; such notice will describe briefly shall not be required for (1) any transfer after the proposed occurrence of an Event of Default if any Event of Default shall be continuing or a Repurchase Event shall have occurred and (2) any transfer and will give the Company the name, address, and tax identification number to an Affiliate of the proposed transferee, and will further provide Holder or any Person who is an investment fund which has the Company with same investment adviser as the Holder or whose investment adviser is an opinion Affiliate of the Holder’s counsel that such transfer can be accomplished in accordance with federal investment adviser and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to in the case of a proposed transfer of this Note to a Person (other than a Person described in compliance the preceding clause (a) of this proviso) the Company reasonably determines is one of its competitors, is a Person with this Section 2whom the Company is or has been opposed in a dispute in litigation, or is a Person with whom the Company is engaged in a significant business dispute, the Company may withhold its consent in its sole discretion and any agent of shall so notify the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contraryHolder promptly.
Appears in 1 contract
Transfer of Note. This Note has not been and is not being ---------------- registered under the provisions of the Act or any state securities laws and this Note may not be transferred unless (a1) The Holder, by acceptance hereof, agrees to give written notice the transferee is an "accredited investor" as defined in Regulation D under the Act and (2) the Holder shall have delivered to the Company before transferring an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note; Note may be sold or transferred pursuant to an exemption from such notice will describe briefly the proposed transfer registration. Prior to any such transfer, such transferee shall (x) have made written representations and will give warranties to and covenants with the Company with respect to such transferee in the nameform of Sections 3(a), address3(c), 5(a) and 5(b) of the Note Purchase Agreement, and tax identification number (y) shall have further represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the proposed Company deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and will further provide the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with an opinion the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the Holder’s counsel that date of such transfer can be accomplished transfer. Upon the transferee's compliance with its obligations in accordance with federal and applicable state securities laws. Promptly upon receiving such written noticethe immediately preceding sentence, the Company shall present copies thereof agree in writing with such transferee to be bound by the Company’s counsel.
(iprovisions of Sections 5(a) If in and 5(b) of the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with Purchase Agreement and the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable Transfer Agent Instruction, in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company each case for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion benefit of such counsel, are permitted by lawtransferee.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: Senior Convertible Note (Napro Biotherapeutics Inc)
Transfer of Note. (a) This Note and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Note at the principal office of the Company or its designated agent, together with a written assignment of this Note substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer; provided that upon transfer the transferee is reasonably acceptable to the Company and agrees to be bound by the terms of this Note. Additionally, upon transfer of this Note, the Holder shall notify the Company in writing of the portion of this Note assigned to the transferee of this Note. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Note or Notes in the name of the assignee or assignees, as applicable, and in the principal amount or amounts specified in such instrument of assignment, and shall issue to the assignor a new Note evidencing the portion of this Note not so assigned, and this Note shall promptly be cancelled. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
(b) This Note may be divided or combined with other Notes upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and principal amounts in which new Notes are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 9(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Note or Notes in exchange for the Note or Notes to be divided or combined in accordance with such notice. All Notes issued on transfers or exchanges shall be dated the initial issuance date set forth on the first page of this Note and shall be identical with this Note except as to the principal amount thereof.
(c) The Company may require, as a condition of allowing any transfer of this Note, that the Holder or transferee of this Note, as the case may be, provide the representations set forth in Section 3.2 of the Purchase Agreement.
(d) The Holder, by the acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer represents and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel warrants that such transfer can be accomplished in accordance with federal and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer it is acquiring this Note and, upon any exercise hereof, will acquire the shares of Series C Stock issuable upon such exercise, for its own account and not with a view to or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer for distributing or reselling such Series C Stock or any part thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and of 1933, as amended, or any applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representationslaw, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given except pursuant to this Section 2 may not be effected without registration sales registered or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by lawexempted thereunder.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Transfer of Note. (a) The HolderHolder may, by acceptance hereofat no expense to Maker or the Nonrecourse Indemnitor, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws. Promptly upon receiving such written at any time without notice, the Company shall present copies thereof to the Company’s counsel.
: (i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws)sell, the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of assign this Note, the Company Mortgage and the Related Agreements, and any or all servicing rights with respect to this Note, or (ii) grant participations in this Note or (iii) issue mortgage pass-through certificates or other securities (“Securitizations”) evidencing a beneficial interest in this Note. In connection with any such sale, transfer, or assignment, Holder shall promptly give written notice thereof have the right from time to time to sever this Note (and any other note(s) evidencing this loan) into one or more separate promissory notes in such denominations as Holder determines in its sole discretion, which promissory notes may be included in separate sales or Securitizations undertaken by Holder. In conjunction with any such action, Holder may redefine the Contract Rate and amortization schedule; provided, however, (a) if Holder redefines the Contract Rate, the initial weighted average of the interest rates contained in the severed promissory notes taken in the aggregate shall equal the Contract Rate and the aggregate amount of interest to be paid by Maker shall not be increased, and (b) if Holder redefines the amortization schedule, the amortization of the severed promissory notes taken in the aggregate shall require no more amortization to be paid under such severed notes as was required under this Note, initially executed and delivered by Maker. Subject to the Holderforegoing, each severed promissory note, and the Holder will limit its activities loan evidenced thereby, shall be upon all of the terms and provisions contained in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to transfer of this Note in compliance with this Section 2Note, the Company Mortgage and the Related Agreements, and Maker shall cooperate with all reasonable requests of Holder to accomplish the foregoing, including, without limitation, execution and prompt delivery to Holder of a severance agreement and such other documents as Holder shall reasonably require. Maker’s failure to deliver any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose documents requested by Holder hereunder within five (5) business days after such notice by Xxxxxx shall, at Holder’s option, constitute an Event of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contraryDefault hereunder.
Appears in 1 contract
Samples: Loan Agreement (GTJ REIT, Inc.)
Transfer of Note. (a) This Note and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Note at the principal office of the Company or its designated agent, together with a written assignment of this Note substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer; provided that upon transfer the transferee is reasonably acceptable to the Company and agrees to be bound by the terms of this Note. Additionally, upon transfer of this Note, the Holder shall notify the Company in writing of the portion of this Note assigned to the transferee of this Note. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Note or Notes in the name of the assignee or assignees, as applicable, and in the principal amount or amounts specified in such instrument of assignment, and shall issue to the assignor a new Note evidencing the portion of this Note not so assigned, and this Note shall promptly be cancelled. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.
(b) This Note may be divided or combined with other Notes upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and principal amounts in which new Notes are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 9(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Note or Notes in exchange for the Note or Notes to be divided or combined in accordance with such notice. All Notes issued on transfers or exchanges shall be dated the initial issuance date set forth on the first page of this Note and shall be identical with this Note except as to the principal amount thereof. 3
(c) The Company may require, as a condition of allowing any transfer of this Note, that the Holder or transferee of this Note, as the case may be, provide the representations set forth in Section 3.2 of the Purchase Agreement.
(d) The Holder, by the acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer represents and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel warrants that such transfer can be accomplished in accordance with federal and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer it is acquiring this Note and, upon any exercise hereof, will acquire the shares of Series C Stock issuable upon such exercise, for its own account and not with a view to or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer for distributing or reselling such Series C Stock or any part thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and of 1933, as amended, or any applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representationslaw, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given except pursuant to this Section 2 may not be effected without registration sales registered or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by lawexempted thereunder. 10.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: Subordinated Note Agreement
Transfer of Note. (a) The HolderNotwithstanding anything else contained herein, by acceptance hereof, agrees this Note has not been and is not being registered under the provisions of the 1933 Act or any state securities laws and this Note may not be transferred prior to give written notice the end of the holding period applicable to sales hereof under Rule 144 unless (1) the transferee is an “accredited investor” (as defined in Regulation D under the 1930 Xxx) xnd (2) the Holder shall have delivered to the Company before transferring an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note; Note may be sold or transferred without registration under the 1933 Act. Prior to any such notice will describe briefly the proposed transfer and will give transfer, such transferee shall have represented in writing to the Company that such transferee has requested and received from the nameCompany all information relating to the business, addressproperties, and tax identification number operations, condition (financial or other), results of operations or prospects of the proposed Company and the Subsidiaries deemed relevant by such transferee, ; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and will further provide has had the opportunity to obtain and review the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with an opinion of the Holder’s counsel SEC pursuant to the 1934 Act and acknowledges and fully understands the transfer restrictions associated with this Note. The Company may request that a background check be conducted on any transferee prior to such transfer can be accomplished in accordance with federal and applicable state securities laws. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion shall, promptly following completion of such counsel the proposed transfer may a background check, approve, record and do whatever is necessary to be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered performed by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and perfect such transfer, provided further that the prospective transferee or purchaser Company may reject and/or not approve any such transfer if following and based on such background check, such transfer shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Note.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by contravene applicable law.
(b) Prior Notwithstanding anything contained herein to the contrary, no transfer of this Note in compliance with this Section 2may be made if any such transfer shall cause a breach of any applicable covenant, the Company and undertaking or other provision of, or cause a default or Event of Default or Repurchase Event to occur under, any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contraryTransaction Documents.
Appears in 1 contract
Transfer of Note. This Note has not been and is not being registered under the provisions of the Act or any state securities laws and this Note may not be transferred unless (a1) The the transferee is an Affiliate or pledgee of the Holder, by acceptance hereof, agrees to give written notice (2) the transferee is an "accredited investor" as defined in Regulation D under the Act and (3) the Holder shall have delivered to the Company before transferring an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that this Note; Note may be sold or transferred pursuant to an exemption from such notice will describe briefly the proposed transfer registration. Prior to any such transfer, such transferee shall (x) have made written representations and will give warranties to and covenants with the Company with respect to such transferee in the nameform of Sections 3(a), address3(c), 5(a) and 5(b) of the Note Purchase Agreement, and tax identification number (y) shall have further represented in writing to the Company that such transferee has requested and received from the Company all information relating to the business, properties, operations, condition (financial or other), results of operations or prospects of the proposed Company deemed relevant by such transferee; that such transferee has been afforded the opportunity to ask questions of the Company concerning the foregoing and has had the opportunity to obtain and review the Registration Statement and the prospectus included therein, each as amended or supplemented to the date of transfer to such transferee, and will further provide the reports and other information concerning the Company which at the time of such transfer have been filed by the Company with an opinion the SEC pursuant to the 1934 Act and which are incorporated by reference in such prospectus as of the Holder’s counsel that date of such transfer can be accomplished transfer. Upon the transferee's compliance with its obligations in accordance with federal and applicable state securities laws. Promptly upon receiving such written noticethe immediately preceding sentence, the Company shall present copies thereof to the Company’s counsel.
(i) If make written covenants with such transferee in the opinion form of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms Sections 5(a) and 5(b) of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the NotePurchase Agreement.
(ii) If in the opinion of the counsel referred to in this Section 2, the proposed transfer or disposition of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.
Appears in 1 contract
Samples: Note Purchase Agreement (Shaman Pharmaceuticals Inc)
Transfer of Note. (a) The Holder, by acceptance hereof, agrees to give written notice This Note may only be transferred in the manner set forth below and only subsequent to the Company before transferring this Note; such notice will describe briefly Maturity Date.
(b) This Note has not been registered under the proposed transfer and will give the Company the name, address, and tax identification number Securities Act of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable 1933 or any state securities laws. Promptly upon receiving such written notice, This Note has been issued pursuant to an exemption from the Company shall present copies thereof to the Company’s counsel.
(i) If in the opinion of such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note or to dispose of Underlying Shares received upon the previous conversion of this Note, all in accordance with the terms of the notice delivered by the Holder to the Company; provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 statement requirements of the Securities Act and applicable state securities laws; has not been offered pursuant to any registration statement filed with, and provided further declared effective by, the SEC. This Note may not be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of except pursuant to an effective registration statement under such registration statement requirements or pursuant to an exemption from such requirements. The Holder of this Note by its acceptance hereof agrees to offer, sell or otherwise transfer such Security only (a) to the Company, (b) pursuant to Rule 144a, to a person it reasonably believes is a "Qualified Institutional Buyer" as defined in Rule 144a that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the prospective transferee transfer is being made in reliance on Rule 144a, (c) to an "Accredited Investor" within the meaning of subparagraph (a) (1), (2), (3) or purchaser shall execute (7) of Rule 501 under the Securities Act that is acquiring this Note for its own account, or for the account of an "Accredited Investor," for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or (d) pursuant to another available exemption from the registration statement requirements of the Securities Act, subject to the Company's right prior to any such documents and make such representationsoffer, warrantiessale or transfer pursuant to clause (c) or (d) to require the delivery of an opinion of counsel, and agreements as may be required solely certification or other information satisfactory to it. The Holder of this Note agrees that it will comply with the exemptions relied upon by the Company for the transfer or disposition of the Noteforegoing restrictions.
(iic) If in This Note shall be registered on the opinion books of the counsel referred to Company kept at its principal office for that purpose, and shall be transferable only on such books by the registered owner hereof in this Section 2, the proposed transfer person or disposition by a duly authorized attorney upon surrender of this Note described in the written notice given pursuant to this Section 2 may not be effected without registration or qualification of this Note, the Company shall promptly give written notice thereof to the Holderproperly endorsed, and the Holder will limit its activities in respect to such as, in the opinion of such counsel, are permitted by law.
(b) Prior to transfer of this Note only in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary9.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Usabancshares Com Inc)