Atlas Note definition

Atlas Note has the meaning set forth in the Exchange Agreement.

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Atlas Note means the promissory note issued by Issuer to Holder, with an initial principal amount of $15,000,000 and accruing interest at a rate of 12%.

Atlas Note has the meaning set forth in the Exchange Agreement. “Atlas Notes Issuer” means Atlas. “Available Cash” means, with respect to any fiscal period, the portion of Adjusted Distributable Earnings (as defined in the Cash Distribution Policy) that is determined to be attributable to the Partnership, which determination shall, in the event any ExchangeCo Notes are then outstanding, be made in good faith by OCG. “Base Amount” has the meaning set forth in Section 4.02(a)(i). “Base Value” means, with respect to the Units held by OEP, an amount equal to the product of (i) a dollar amount to be mutually agreed upon in writing among the Brookfield Member, OEP and the General Partner , multiplied by (ii) the number of Units held by OEP as of the date of determination; provided, that, the aggregate sum of the Base Value and each amount equal to the “Base Value” (or similar term) as set forth in the governing agreement of each Other OpCo shall equal $67.41. “Beneficially Own” has the meaning set forth in the OCG Operating Agreement. “Board of Directors” means the board of directors of OCG, including any committee thereof appointed pursuant to Section 6.13 of the OCG Operating Agreement.

Examples of Atlas Note in a sentence

• The Issuer shall not create, incur, assume or permit to exist any contract, agreement or understanding (other than this Guaranty Note, the Atlas Note and the Credit Agreement and its related security instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts it or any other Subsidiary from paying dividends to the Issuer, or which requires the consent of or notice to other Persons in connection therewith.

• The Issuer is not a party to any agreement or arrangement (other than this Guaranty Note, the Atlas Note, the Credit Agreement and the security instruments executed pursuant to the Credit Agreement), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to other Persons on or in respect of their respective assets or Properties.

• The Escrow Agent shall disburse the funds by wire to the Atlas Note holder according to instructions from the Note holder within 48 hours of receipt in his Trust Account.

• The Atlas Note is secured by the Lexicon Shares held in escrow by the Escrow Agent in accordance with Paragraph 2.1 above.

• The Atlas Note is secured by the Lexicon Shares held in escrow by the Escrow Agent in accordance with Paragraph A 2.1 above.

• After ATLAS has completed such Reverse Stock Split, the Atlas Note shall be convertible into Thirty Six Million Three Hundred Fifty Thousand (36,350,000) shares of common stock of ATLAS, par value $.001 per share (“Conversion Shares”); provided, however, that the foregoing description of the Conversion Shares is subject to the definitive terms set forth in the Atlas Note.

More Definitions of Atlas Note

Atlas Note has the meaning set forth in the Exchange Agreement. “Atlas Notes Issuer” means Atlas. “Available Cash” means, with respect to any fiscal period, the portion of Adjusted Distributable Earnings (as defined in the Cash Distribution Policy) that is determined to be attributable to the Partnership, which determination shall, in the event any ExchangeCo Notes are then outstanding, be made in good faith by ▇▇▇. “Base Amount” has the meaning set forth in Section 4.02(a)(i). “Base Value” means, with respect to the Units held by OEP, an amount equal to the product of (i) a dollar amount to be mutually agreed upon in writing among the Brookfield Member, OEP and the General Partner, multiplied by (ii) the number of Units held by OEP as of the date of determination; provided, that, the aggregate sum of the Base Value and each amount equal to the “Base Value” (or similar term) as set forth in the governing agreement of each Other OpCo shall equal $67.41.

Atlas Note has the meaning set forth in the Exchange Agreement. “Atlas Notes Issuer” means Atlas. “Available Cash” means, with respect to any fiscal period, the portion of Adjusted Distributable Earnings (as defined in the Cash Distribution Policy) that is determined to be attributable to the Partnership, which determination shall, in the event any ExchangeCo Notes are then outstanding, be made in good faith by OCG. “Base Amount” has the meaning set forth in Section 4.02(a)(i). “Base Value” means, with respect to the Units held by OEP, an amount equal to the product of (i) a dollar amount to be mutually agreed upon in writing among the Brookfield Member, OEP and the General Partner , multiplied by (ii) the number of Units held by OEP as of the date of determination; provided, that, the aggregate sum of the Base Value and each amount equal to the “Base Value” (or similar term) as set forth in the governing agreement of each Other OpCo shall equal $67.41. “Beneficially Own” has the meaning set forth in the OCG Operating Agreement. “Board of Directors” means the board of directors of OCG, including any committee thereof appointed pursuant to Section 6.13 of the OCG Operating Agreement. “Brookfield” means Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario. “Brookfield LP” means any Limited Partner who holds Brookfield-Owned Units. As of the Effective Date, the sole Brookfield LP is Holdings. “Brookfield Member” means Brookfield US Holdings, Inc., a Delaware corporation, and any successors thereto. “Brookfield Tax/TPE Amounts” has the meaning set forth in Section 4.02(b).

Atlas Note means the intercompany note of Atlas issued to the Company on the Issue Date.