Year 1 Note definition
Year 1 Note means a promissory note issued by Canadian AcqCo to Holdco at the Third Closing. The Year 1 Note will have a principal amount of no more than Twelve Million Five Hundred Thousand Dollars ($12,500,000) (such principal amount, the “Year 1 Note Principal Amount”), will not bear interest, will be secured by a subordinated security interest in the First Closing Purchased Assets and will be due and payable on January 31, 2011 (the “Year 1 Payment Date”). The Year 1 Note will provide that, on the Year 1 Payment Date, Purchasers will (i) pay to the holder of such note (by wire transfer of immediately available funds to a bank account designated no less than five (5) Business Days prior to such date) the Year 1 Payment; and (ii) if necessary, deliver to the holder of such note a number of CLNE Shares calculated pursuant to the following formula:
Year 1 Note means a promissory note issued by Canadian AcqCo to Holdco at the Third Closing. The Year 1 Note will have a principal amount of no more than Twelve Million Five Hundred Thousand Dollars ($12,500,000) (such principal amount, the “Year 1 Note Principal Amount”), will not bear interest, will be secured by a subordinated security interest in the First Closing Purchased Assets and will be due and payable on January 31, 2011 (the “Year 1 Payment Date”). The Year 1 Note will provide that, on the Year 1 Payment Date, Purchasers will (i) pay to the holder of such note (by wire transfer of immediately available funds to a bank account designated no less than five (5) Business Days prior to such date) the Year 1 Payment; and (ii) if necessary, deliver to the holder of such note a number of CLNE Shares calculated pursuant to the following formula: Year 1 Principal Amount minus the Year 1 Payment the lower of (x) the Year 1 Price and (y) the Year 1 Midpoint Price