Amendment and Restatement of Note. Upon the terms and subject to the conditions of this Agreement, effective upon the Amendment Closing, the Note shall be amended and restated to read as provided in the Amended Note. The Company acknowledges that, for purposes of determining the holding period under Rule 144 under the 1933 Act (1) for the Amended Note, the holding period of the Amended Note shall be tacked to the holding period of the Note, and (2) for the Underlying Shares issued upon a Share Redemption, the holding period of such Underlying Shares shall be tacked to the holding period of the Amended Note. The Company agrees not to take a position contrary thereto unless the SEC or its staff by rule or interpretation changes its rules and interpretations thereof in effect on the date of this Agreement or such rules or interpretations are held invalid or incorrect by a court of competent jurisdiction. Nothing in this Section 6.5 shall affect the requirement in Section 6.11 of the Purchase Agreement for delivery of an opinion of counsel as and when required thereby.
Amendment and Restatement of Note. Subject to the satisfaction (or waiver) of the conditions set forth in Article 6 of this Agreement, as applicable, on the Closing Date the Seller shall transfer and dispose of, and the Company shall enter into the Amended and Restated Note (which shall be in the form attached as Schedule A to this Agreement) and shall issue to the Seller, as the holder of the Note, the applicable Amendment Primary Securities. The Amendment Primary Securities and the Amended and Restated Note issuable will be issued pursuant to the exemption from registration under the 1933 Act provided by Section 3(a)(9) thereof, and, in reliance on the representations and warranties herein, will not be “restricted securities” as defined in Rule 144 and shall not bear a U.S. restrictive legend.
Amendment and Restatement of Note. Upon and as of the Effective Date, the Promissory Note shall be amended and restated, in the form attached hereto as Exhibit B (the “Amended Note”), and all references in the Loan Documents to the Note or Notes shall be deemed to mean and refer to the Amended Note.
Amendment and Restatement of Note. The Original Note shall be amended --------------------------------- and restated in its entirety.
Amendment and Restatement of Note. Upon the execution of this Agreement by the Employee and the delivery of the stock certificate representing 10,200 shares of the Company's common stock pursuant to paragraph 3 above, the Company agrees to the amendment and restatement of the $80,000 Note, effective as of the date hereof, to provide (a) for the payment of the outstanding principal amount thereof (after the deductions from the severance payments pursuant to paragraph 2 above) in six equal installments on the last day of each March, June, September and December commencing September 30, 1998, together with accrued interest, with any remaining outstanding principal and accrued interest on the $80,000 Note becoming due and payable on December 31, 1999 (b) for default interest upon the failure to timely repay any amount payable by the Employee under the amended and restated $80,000 Note at an interest rate of 15% per annum and (c) prepayment of the $80,000 Note without prepayment penalty or premium. Except as provided in the preceding sentence, the $80,000 Note will remain unchanged. The Company agrees to promptly prepare and deliver to the Employee for his execution amended and restated $80,000 Note reflecting the above-mentioned amendments and the Employee agrees to promptly execute and return to the Company such amended and restated $80,000 Note.
Amendment and Restatement of Note. The Note shall be amended and restated on the date hereof in the form of Exhibit A attached hereto. All references in the Agreement to Exhibit A shall hereafter mean Exhibit A in the form attached to this Amendment. All references in the Agreement and the other Transaction Documents to the Note and other references of similar import shall hereafter be amended or deemed to mean the Note executed by Borrower on the date of this Amendment in the form attached hereto as Exhibit A.
Amendment and Restatement of Note. The Note will be amended and restated to read substantively as set forth in the form of Amended and Restated Promissory Note labeled as Exhibit A, attached and incorporated herein by reference (the “Amended Note”).
Amendment and Restatement of Note. The Company shall deliver to Vicis an amended and restated promissory note in the form set forth on Exhibit A hereto (the “Amended Note”), and upon receipt thereof Vicis shall deliver the Note to the Company for cancellation.
Amendment and Restatement of Note. Borrowers and Lender do hereby amend and restate the Note by deleting therefrom all the provisions of the Note in their entirety and by inserting in lieu thereof all the provisions of the promissory note dated of even date hereof, bearing the title "Third Amended and Restated Line of Credit Note", by Borrowers in favor of Lender, and incorporated herein by reference as though fully set forth herein and to which all references to the Note shall refer. Borrowers and Lender agree that henceforth the "Third Amended and Restated Line of Credit Note" shall serve as the original instrument evidencing the $25,000,000.00 indebtedness referred to herein; provided, however, that all interest and charges accrued to the date hereof under the original Note shall remain due and payable under the original Note.
Amendment and Restatement of Note. This note amends, restates, replaces and supercedes that that certain Promissory Note (“Prior Note”) dated November 11, 2005, in the principal amount of $450,000, issued by the Payor to the order of the Payee, which Prior Note upon Payor’s execution and delivery of this Note to Payee shall be null, void and of no further legal force or effect.
