Common use of Advance Notes Clause in Contracts

Advance Notes. Subject to the terms and conditions of this Agreement, each Investor that holds an Advance Note (an “Advance Note Investor”) agrees, effective upon the Initial Closing, that (i) each Advance Note shall be automatically deemed to be exchanged for a Note, with the principal balance of the Advance Note plus all accrued interest thereunder being credited towards such Investor’s Purchase Price on a dollar-for-dollar basis, which shall constitute full and complete satisfaction of all obligations of Target and Company, if any, under such Advance Note notwithstanding anything to the contrary set forth in such Advance Note, (ii) the Advance Note held by each Advance Note Investor shall be cancelled and terminated as of the Initial Closing and all obligations of Target and Company, if any, under the Advance Notes shall be satisfied in full, and (iii) to the extent there are any conflicts or disagreements with the terms hereof, the terms set forth in this Agreement shall control and govern the exchange and cancellation of the Advance Notes. It will be a condition of the receipt of the Note to be issued to each Advance Note Investor in exchange for the applicable Advance Note that such Advance Note Investor execute and deliver this Agreement and the Transaction Documents (as defined below). Notwithstanding the foregoing or anything to the contrary contained herein, the cancellation, release and extinguishment of each Advance Note shall be effective upon the Initial Closing whether or not such Advance Note is actually delivered to or marked cancelled by Target or the Company, as applicable. In the event that an Advance Note Investor is purchasing a Note with a principal balance in excess of the principal balance plus accrued interest of such Advance Note Investor’s Advance Note, the Schedule of Investors will list such Investor’s name only a single time, and the cash amount that such Investor shall be required to pay at the Initial Closing shall be the total Purchase Price for the Note listed opposite such Investor’s name, less the total principal amount of plus accrued interest under the Advance Note exchanged by such Investor (as listed on the Schedule of Investors, under the “Advance Investors” header, opposite such Investor’s name).