Examples of Stockholder Notes in a sentence
In connection with the Closing and immediately prior to the Effective Time, the Stockholder and the Company each shall take all actions for the Stockholder Notes to be converted into shares of the Company Common Stock pursuant to the terms of the applicable Stockholder Note.
Notwithstanding anything to the contrary above, the Stockholder shall not be prohibited from exercising or converting the Stockholder Warrants or the Stockholder Notes into Company Common Stock, and such Company Common Stock issued upon conversion of the Stockholder Warrants or the Stockholder Notes shall be deemed to be “Stockholder Shares” for purposes of this Support Agreement.
Other than the Stockholder Shares, the Stockholder Warrants and the Stockholder Notes, the Stockholder does not hold or own any rights to acquire (directly or indirectly) any equity securities of the Company or outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or commitments for shares of the Company.
The Company hereby acknowledges and agrees that any Stockholder Notes to be issued to the Company’s stockholders (i) shall rank pari passu with or junior in right of payment to the Merton Notes, (ii) if secured, shall rank pari passu with or junior in right of security to the Liens on the Collateral securing the Merton Notes, (iii) cannot be guaranteed by any Person that does not also guarantee the Merton Notes and (iv) cannot be more favorable than the Merton Notes to the respective holders thereof.
Thereafter, if the amount of any such difference owed to Parent hereunder that is not satisfied from the Closing Cash, the Adjustment Escrow Account, or by setoff against the Stockholder Notes as provided herein shall be paid by the Stockholders to Parent in cash by wire transfer of immediately available funds to the account(s) designated in writing by Parent, promptly, but in no event later than five Business Days following such written demand, by wire transfer of immediately available funds.