ASSIGNMENT, RESTATEMENT, CONSOLIDATION AND BIFURCATION OF NOTES Sample Clauses

ASSIGNMENT, RESTATEMENT, CONSOLIDATION AND BIFURCATION OF NOTES. Simultaneously with the execution of this Amendment, B▇▇▇▇▇▇ Bank, N.A., BankBoston, N.A. and Bank United have assigned their respective Term Loan Promissory Notes, Line of Credit Promissory Notes and the Demand Note Letter of Credit Line Promissory Notes to First Union. As of the date hereof, Resigning Agent and BankBoston, N.A. shall no longer be Lenders and each shall be repaid the full balance of their respective actual Committed Shares under the Loans (together with all accrued but unpaid interest thereon) and Resigning Agent shall be paid all Facility Fees otherwise due and owing to it as well as any due and owing administrative fees and other amounts due and owing to Resigning Agent in its former capacity as Agent. First Union has consolidated all such Term Loan Promissory Notes with the Term Loan Promissory Note originally in favor of First Union into a Consolidated and Restated Term Loan Note executed by Borrowers in the original principal amount of $49,000,000 dated as of even date herewith. First Union has consolidated all such Line of Credit Promissory Notes with the Line of Credit Promissory Note originally in favor of First Union into a Consolidated and Restated Line of Credit Promissory Note executed by Borrowers in the original principal amount of $20,000,000 dated as of even date herewith. First Union has consolidated all such Demand Note Letter of Credit Line Promissory Notes with the Demand Note Letter of Credit Line Note originally in favor of First Union into a Consolidated and Restated Demand Note Letter of Credit Promissory Note executed by Borrowers in the original principal amount of $5,000,000 dated as of even date herewith. The Consolidated and Restated Term Loan Promissory Note, the Consolidated and Restated Line of Credit Promissory Note, and the Consolidated and Restated Demand Note Letter of Credit Line Promissory Note (collectively, "Consolidated Notes") have been bifurcated by Borrowers executing Bifurcation of Note Agreements dated of even date herewith, bifurcating each of the three Consolidated Notes into two promissory notes (for a total of 6 promissory notes). Of the two notes created by each Bifurcation of Note Agreement, First Union has retained the promissory note in the amount of its Committed Share, as modified below, so that First Union is the holder of a Renewal Term Loan Promissory Note in the original principal amount of $30,200,000, a Renewal Line of Credit Promissory Note in the original principal amount of ...
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Related to ASSIGNMENT, RESTATEMENT, CONSOLIDATION AND BIFURCATION OF NOTES

  • Non-Consolidation The Borrower shall at all times act in a manner such that each of the assumptions made by ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.

  • Effect of Reclassification, Consolidation, Merger or Sale If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than (x) a subdivision or combination to which Section 14.05(c) applies) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (in form satisfactory to the Trustee) providing that each Note shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-electing share”), then for the purposes of this Section the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Security Register provided for in Section 4.02 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section applies to any event or occurrence, Section 14.05 shall not apply.

  • Merger, Conversion, Consolidation or Succession to Business of Trustee Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Merger or Consolidation of Trustee Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 8.06 hereof without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.