Closing Promissory Note definition

Closing Promissory Note means the Secured Promissory Note, in the form of Exhibit A, made by Singapore HoldCo in favor of Seller payable in the amount of the Original Principal Amount (as defined in the Closing Promissory Note).
Closing Promissory Note has the meaning set forth in Section 2.6.
Closing Promissory Note means a promissory note substantially in the form set out in Schedule 1.1(x).

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”)).


More Definitions of Closing Promissory Note

Closing Promissory Note means the Secured Promissory Note, in the form of Exhibit A, made by EIG Holdings in favor of Seller payable in the amount of the Original Principal Amount (as defined in the Closing Promissory Note).
Closing Promissory Note is defined in Section 3.3(a).

Related to Closing Promissory Note

  • Promissory Note means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

  • Promissory Notes Security", "Record", "Security Account", "Software", and "Supporting Obligations".

  • Secured Promissory Note is defined in Section 2.4.

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Bridge Note means a promissory note made by the Borrowers in favor of a Bridge Lender evidencing Bridge Loans made by such Bridge Lender substantially in the form of Exhibit E-2.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Term Note means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

  • Bridge Loan Agreement means that certain Senior Unsecured Interim Loan Agreement, dated as of December 20, 2007, among Tribune, the Bridge Lenders, the Former Bridge Loan Agent, JPMorgan Chase Bank, N.A., as syndication agent, and Citicorp North America, Inc. and Bank of America, N.A., as co-documentation agents, as amended, restated, supplemented or otherwise modified from time to time.

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Whole Loan Agreement Any Reconstitution Agreement in respect of a Whole Loan Transfer.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Secured Promissory Note Record is a record maintained by each Lender with respect to the outstanding Obligations owed by Borrower to Lender and credits made thereto.

  • Term Loan Agreement has the meaning assigned to such term in the recitals of this Agreement.

  • Acquisition Note means the promissory note of the Borrowers in the form of Exhibit A1 hereto evidencing the Acquisition Loans made by the Bank hereunder and all promissory notes delivered in substitution or exchange therefor, as amended or supplemented from time to time.

  • Project Loan Agreement means the Project Loan Agreement dated as of the date hereof among the Borrower, the Governmental Lender and the Fiscal Agent, as amended, supplemented or restated from time to time.

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • Revolver Note means any one of such Revolver Notes.

  • Construction Loan Agreement means the Loan Agreement to be entered into by and between the Construction Lender and the Partnership, as amended.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Mezzanine Loan Agreement means that certain Mezzanine Loan Agreement, dated as of the date hereof, between Mezzanine Borrower and Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • Prior Loan Agreement is defined in Recital A of this Agreement.

  • Senior Loan Agreement means that certain Term Loan Agreement, dated as of June 26, 2015, by and among Borrower and Senior Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • Exchange Agreement has the meaning set forth in the Recitals.