Note Interests definition
Examples of Note Interests in a sentence
Except as provided in paragraph (b) and paragraph (d) below, no provision ------------- ------------- of this Agreement shall in any manner restrict the ability of any Investor to assign, participate, grant security interests in, or otherwise transfer any portion of its Variable Funding Note Interests, provided that any such transfer shall be in accordance with the terms of the Indenture.
The contribution of the Note Interests shall be deemed to include the proportionate contribution of the EB-5 Bridge Capital Contribution (as defined in the Company A&R LLC Agreement) by each Equityholder.
Except as provided in paragraph (b) below, no provision of this Agreement shall in any manner restrict the ability of any Investor to assign, participate, grant security interests in, or otherwise transfer any portion of its Variable Funding Note Interests, provided that any such transfer shall be in accordance with the terms of the Indenture.
Nothing in this Section 2.08 shall be deemed to limit any rights of the Conduit Investor under any other provisions of this Agreement to assign its right, title and interest in any portion of the Variable Funding Note Interests owned by the Conduit Investor.
The parties hereto acknowledge that the Notes and any interests therein (each participation or other interest in a Note, a “Note Interest”) are not and are not intended to be “securities” as defined in the Securities Act, and that the issuance, sale and transfer of the Notes and Note Interests are not intended to be subject to the provisions governing the issuance, sale and transfer of “securities” thereunder.
Except as provided in paragraph (b) and paragraph (d) below, no provision of this Agreement shall in any manner restrict the ability of any Investor to assign, participate, grant security interests in, or otherwise transfer any portion of its Variable Funding Note Interests, provided that any such transfer shall be in accordance with the terms of the Indenture.
Prior to the Termination Date, all amounts which are to be applied in reduction of the Funded Amount, up to the aggregate Funded Amount sold to the non-renewing Alternate Investors as described above in this subsection, shall be distributed to the non-renewing Alternate Investors ratably according to the aggregate Variable Funding Note Interests held by them, in reduction of such Variable Funding Note Interests.
Notwithstanding the foregoing, the Purchasers (including each Assignee and including, for this purpose, each Participant and each transferee of a Purchaser’s, or Participant’s interest in a Note, by its acceptance of such Note or interest therein) (each, for purposes of this Section 10.06(f) only, an “Interestholder”) hereby agree to the additional restrictions on transfer with respect to the Notes and Note Interests, without regard to whether the Notes or any Note Interests are “securities” as so defined.
All assignments of the Variable Funding Note Interests from the Conduit Investor to the Alternate Investors pursuant to Section 2.07 shall be without recourse or warranty, express or implied, except that such Variable Funding Note Interests are free and clear of adverse claims created by or arising as a result of claims against the Agent or the Conduit Investor.
It understands that the Notes have not been and will not be registered under the Securities Act or any State or other applicable securities law and that the Notes and Note Interests, may not be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any State or other applicable securities law.