Seller Convertible Notes definition
Examples of Seller Convertible Notes in a sentence
Buyer agrees that at the Closing, Buyer shall assume Seller’s obligations under (i) the Seller Warrants, the Seller Convertible Notes, the Seller Convertible Debentures, and the Seller Notes outstanding as of the Closing Date and (ii) those Contracts, covenants, obligations and liabilities on the list attached hereto as Schedule 2.3, as such list may be updated from time to time (collectively, the "Assumed Liabilities").
The Seller shall take all actions and provide all notices which may be required pursuant to the terms of any outstanding options, warrants and convertible debt instruments of the Seller, including the terms of the Seller Convertible Notes, which may be required as a result of the execution of this Agreement and the consummation of the Transactions.
Prior to the Closing, at Access' request, Seller shall issue notices to the holders of the Seller Convertible Notes that the Seller Convertible Notes will be prepaid unless the holder elects to convert its Seller Convertible Note into shares of Seller common stock.
Seller has issued Convertible Promissory Notes dated December 19, 1996, in the aggregate principal amount of $129,690.74 ("Seller Convertible Notes").
At the Closing, Access shall deliver sufficient cash to satisfy Seller's obligation to pay such Seller Convertible Notes (the "Cash Adjustment") and will deliver to Seller one (1) Access Purchase Share and Access Purchase Warrant for each five (5) share(s) of PaperClip common stock issued to former holders of Seller Convertible Notes who elect to so convert (the "Share Adjustment").
The execution, delivery and performance by Purchaser of this Agreement the Seller Notes and the Seller Convertible Notes, have been duly authorized by all necessary action on the part of Purchaser.
The Asset Purchase and this Agreement shall have been duly and validly approved and adopted, as required by Applicable Law and Seller’s Certificate of Incorporation and Bylaws, each as in effect on the date of such approval and adoption, by the requisite vote or written consent of the Seller Stockholders and by the requisite written consent of holders of the Seller Convertible Notes.
The Sellers and Lenders shall have executed and delivered subordination agreements relating to the Seller Notes and Seller Convertible Notes, in form and substance reasonably satisfactory to the Sellers.
Neither the execution and delivery of this Agreement, the Seller Notes or the Seller Convertible Notes by Purchaser nor the consummation of the transactions contemplated hereby or thereby, will result in (i) a violation of, or a conflict with, Purchaser’s Organizational Documents, (ii) a material violation by Purchaser of any applicable Law or (iii) a violation by Purchaser of any order, judgment, writ, injunction decree or award to which it is a party or by which Purchaser is affected.
The Escrowed XATA Shares and the shares of common stock of XATA Corporation into which the Seller Convertible Notes are convertible have been duly authorized and reserved, and, upon issuance in accordance with the terms of this Agreement and the Seller Convertible Notes, respectively, will be validly issued, fully paid and non-assessable.