Consideration Notes definition
Examples of Consideration Notes in a sentence
Transactional Agreements" shall mean: (a) the Agreement; (b) the Escrow Agreement; (c) the Assignment Agreement; (d) the Non-competition Agreements referred to in Section 1.5(b)(vi) of the Agreement; and (e) the Consideration Notes.
Such Investor agrees and acknowledges that the Consideration Notes will be issued as "restricted securities" as defined under Rule 144 of the Securities Act, in a transaction exempt from registration under the Securities Act, by reason of Section 4(2) thereof or Regulation D thereunder, provided such exemption is available for such Consideration Notes.
The Purchaser shall have the limited right to withhold and deduct any sum that may be owed to any Indemnitee under this Section 5 from any amount payable by any Indemnitee to the Seller or any Member in respect of the Consideration Notes.
Buyer shall have delivered the Closing Share Consideration and the Cash Consideration Notes and the Notes duly executed by Buyer to the applicable Company Stockholders.
At Closing, Purchaser shall also issue the KPP Notes and the KPP Cash Consideration Notes to Seller, or shall procure that one or more Purchaser Assigns will transfer the KPP Notes and the KPP Cash Consideration Notes to Seller.
The Company considers that the entering into of the Second Supplemental Agreement (including the issue of the Consideration Notes by New Stage) is fair and reasonable and in the interest of the Company and the Shareholders as a whole.
Status : The Consideration Notes constitute direct, general, unconditional, unsubordinated and unsecured obligations of New Stage which will at all times rank pari passu without any preference or priority among themselves and at least pari passu with all other present and future unsecured and unsubordinated obligations of New Stage, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
Any additional consideration beyond the Consideration Notes provided by the Company to any other party participating in the Private Placement (and relating directly to such party’s participation in the Private Placement) shall also be offered on identical terms to the Private Placement Party.
Early redemption : New Stage may at any time after the Issue Date but not less than 7 Business Days prior to the Maturity Date give written notice to a noteholder to redeem the Consideration Notes at their principal amount.
Interest shall accrue daily and shall be calculated on the basis of the actual number of days elapsed and a 365 day year and rounded down to the nearest cent from the Issue Date at the rate of 12% per annum on the principal amount of the Consideration Notes outstanding from time to time.