Company Noteholder definition
Examples of Company Noteholder in a sentence
Upon receipt of the surrendered Carolina Note by Operating Company, Noteholder will be deemed to be the holder of record of the shares of Merger Partner Common Stock issuable with respect to the Purchase Amount (as calculated under Section 2(b)) as of the close of business on the date the Carolina Note is surrendered to Operating Company, and Merger Partner will promptly execute or cause to be executed and delivered to Noteholder a certificate or certificates representing such number of shares.
The aggregate amount to be paid to any Company Noteholder with respect to any outstanding Company Note held immediately prior to the Effective Time shall be rounded down to the nearest whole cent.
At the Effective Time, all Company Notes shall be cancelled or terminated, and no Company Noteholder shall have the right to receive any security or other consideration from the Company, Acquiror or the Surviving Corporation with respect thereto.
For purposes of calculating the amount to be paid to each Company Noteholder at the Effective Time, the amounts described in this Section 1.9(a)(iii) shall be calculated assuming that the Total Merger Consideration is equal to the Initial Merger Consideration, and shall be adjusted following the Closing as set forth herein.
To the fullest extent permitted by Applicable Law, no Authorized Officer will be personally liable to the Company, the Member, any Holder, any Registered Pledgee or any Titling Company Noteholder for any breach of its duties as an Authorized Officer, except for acts or omissions that involve intentional misconduct, gross negligence or a knowing violation of the law.
As a director of the Company, Noteholder has also had an opportunity to ask questions of and receive additional information from other members of the management of the Company before making an investment decision.
The terms of this Note have been negotiated by the Company, Noteholder of this Note and their respective attorneys and the language hereof will not be construed for or against either Company or Noteholder.
For purposes of clarity, neither this Agreement nor the documents and instruments or other agreements specifically referred to herein or delivered pursuant hereto shall supersede the Satisfaction Agreement or affect in any manner the rights of any Company Noteholder thereunder.
The appointment of the Stockholder Representative under this Agreement shall survive the death, incapacity or any assignment of rights or assets of any such Company Stockholder and/or Company Noteholder.
The limitations set forth in this Section 11.2(b) will not apply in the event of fraud, willful misrepresentation or willful misconduct by Company or such Company Noteholder.