Examples of Closing Promissory Note in a sentence
The Company, Parent and Purchaser hereby agree that, notwithstanding the provisions of Section 1.4 of the Merger Agreement and all corresponding references in the Merger Agreement to Top-Up Option, Top-Up Notice, Top-Up Closing, Promissory Note and Top-Up Shares, neither Parent nor Purchaser shall exercise the Top-Up Option under any circumstances and the Company shall not under any circumstances issue to Parent or to Purchaser any Top-Up Shares.
If the Buyers do not receive within such period a written response electing to receive the Closing Promissory Note in lieu of the Additional Closing Payment, the right to make such election shall terminate and the Buyers shall pay to the Seller the Additional Closing Payment.
Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to the Closing Promissory Note, the 2019 Earn-Out Promissory Note, or Section 2.8 hereof the amount of any Losses to which any Buyer Indemnified Party may be entitled under this Article VII.
The Seller is acquiring the Closing Promissory Note, if delivered, or the shares of the EIG Holdings Common Stock into which the Closing Promissory Note may be converted in whole or in part, if any, (collectively, the “Buyer Securities”) for the Seller’s own account for investment, not as a nominee or agent, and not with a view to the resale or distribution of all or any portion thereof, nor with any present intention of distributing or selling the same.
Parent shall have delivered the Payoff Amount to the Lenders, the Escrow Deposit to the Escrow Agent and the Closing Merger Consideration, including without limitation the executed Closing Promissory Note, to the Exchange Agent, as required to be delivered pursuant to Article 2.
If the Closing occurs prior to the IPO Closing and the Closing Promissory Note is issued, then prior to the maturity of the Closing Promissory Note and unless otherwise paid directly by Seller or by a Guarantor pursuant to the terms of this Article VII, the Buyers shall set off and apply against amounts payable under the Closing Promissory Note any Damages to which any Buyer Indemnified Party is entitled under this Article VII (any such amount set off, the “Offset Amount”).
The Representative will have two (2) NASDAQ trading days from the date of delivery of such notice to deliver (which delivery can be made by electronic mail) to the Buyers a written response notifying the Buyers of the Seller’s election as to receive the Closing Promissory Note in lieu of the Additional Closing Payment.
Seller agrees to subordinate its security interest in the MiT Security Agreement to a senior lender who provides funds for payment of the Closing Promissory Note and working capital.
The proceeds from the Advance shall be used for working capital purposes, and up to $383,310.00 of the proceeds from the initial Advance to be used to repay in full the amount owing to Seller under the Closing Promissory Note (as defined in the Asset Purchase Agreement dated as of January 1, 2019, by and among Borrowers, Seller and the Estate of Xxxxx Xxxxxx (the “Acquisition Agreement”)).