Authorization of the Note. The Company represents and warrants to the Purchasers that it has authorized the sale and issuance of convertible promissory notes in substantially the form attached hereto as Exhibit B (each a "Note").
Authorization of the Note. The Issuer shall authorize the issue and sale of $98,500,000 aggregate principal amount of its 4.14% Senior Secured Notes, due December 31, 2029 (individually a “Note” and collectively the “Notes”) such term to include any such notes issued in substitution or exchange therefor pursuant to Section 12 of this Agreement). Each Note shall bear interest on the unpaid principal balance thereof, from the date of the Note or the most recent date to which interest thereon has been paid, until the same is due and payable, at 4.14% per annum (calculated on the basis of the number of days elapsed in a 360-day year consisting of twelve thirty-day months). Interest on each Note shall be payable quarterly on the last day of March, June, September and December in each year beginning on September 30, 2010. The Note shall mature and be payable in accordance with Section 8. During the continuance of an Event of Default, the aggregate outstanding amount of principal of the Note(s) and any other amounts then due and payable shall bear interest at the Default Rate. The Note shall be substantially in the form set out in Exhibit 1 hereto, with such changes therefrom, if any, as may be approved in accordance with Section 16.1 herein. Certain capitalized terms used in this Agreement are defined in Schedule B or, if not defined therein, are defined in the Security Agreement; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. The Note(s) are to be (i) secured in accordance with an indenture of trust and security agreement (as amended and/or supplemented from time to time in accordance with its terms and the terms hereof, the “Security Agreement”) to be entered into among the Issuer and Wilmington Trust Company, as trustee (the “Security Trustee”), a security agreement, pledge and assignment to be entered into between NGP Blue Mountain HoldCo LLC, a Delaware limited liability company (“HoldCo”), and the Security Trustee (as amended and/or supplemented from time to time in accordance with its terms and the terms hereof, the “Pledge Agreement”), a deed of trust, security agreement, assignment of leases and rents and fixture filing among the Issuer, First American Title Insurance Company, as trustee, and the Security Trustee, as beneficiary (as amended and/or supplemented from time to time in accordance with its terms and the terms hereof, the “Deed of Trust”) and (ii) partially guaranteed in accordance with...
Authorization of the Note. In order to (i) refinance $200,000 in existing senior notes and (ii) finance its working capital needs (collectively, the “Use of Net Proceeds”), the Borrower has authorized the issuance of Convertible Promissory Notes in the aggregate principal amount of up to $500,000 (the “Aggregate Financing Amount”), in connection with which the Lender will provide $_________ (the “Lender Loan Amount”), which Lender Loan Amount will be (i) on those terms as are evidenced in the form of Exhibit A (the “Note”) and (ii) dated the Closing Date (as defined below).
Authorization of the Note. Subject to the terms and conditions hereof, the Company has authorized the issuance at the Closing (as hereinafter defined) of a Convertible Promissory Note Due January 30, 1988 in the aggregate principal amount of $500,000 in substantially the form of Exhibit A attached hereto (the "Note"), which Note is convertible into shares of Series A Preferred Stock (as hereinafter defined), having the powers, preferences and other rights as set forth on Exhibit I to the Note.
Authorization of the Note. Subject to the terms and conditions of this Agreement, the Company hereby authorizes the issue and sale of the Note in an aggregate principal amount of $25,000,000, and which shall be in the form set out in Schedule “A”, unless otherwise agreed to by the Company and the Investor.
Authorization of the Note. The Borrower has authorized the issuance and sale to the Purchaser of its 20% Senior Subordinated Note in an aggregate principal amount of Six Million Dollars ($6,000,000), in form and substance as set forth in EXHIBIT I attached hereto (collectively, if one or more promissory notes are issued as evidence of the Indebtedness, as the case may be, the "NOTE"). Payment of interest and principal shall be made pursuant to the terms and conditions set forth in the Note. The Purchaser and the Borrower further agree that the Borrower may, in the exercise of the Borrower's sole discretion at all times elect to pay up to four hundred (400) basis points of the twenty percent (20%) coupon of the Note in in-kind securities (the "PIK OPTION"). The "in-kind securities" shall be additional promissory notes issued upon identical terms and conditions as the Note. The PIK Option may be exercised on a monthly basis, upon fifteen (15) days written notice to the Purchaser prior to the first (1st) day of the subsequent month. All outstanding principal and unpaid interest shall be due and payable in full on December 31, 2005 (the "MATURITY DATE"). The Note shall contain terms, conditions and restrictions relating to mandatory and optional prepayments of all or any portion of the Note prior to the Maturity Date.
Authorization of the Note. The Company has authorized the issuance and sale to Purchaser of its Senior Secured Notes in an aggregate principal amount of up to $4,500,000, in form and substance as set forth in Exhibit A attached hereto (collectively, if more than one, the “Notes”, and individually, the “Note”). The Notes are sometimes collectively referred to herein as the “Securities.”
Authorization of the Note. The Corporation has authorized the ------------------------- issuance and sale of four (4) 10.5% Subordinated Notes, due December 31, 2000, in the aggregate original principal amount of $3,250,000 to the Purchasers, the form of which Note is attached hereto as Exhibit B (the "Notes").
Authorization of the Note. The Credit Parties have authorized the issuance and sale to the Purchaser of a 14% Senior Promissory Note in an aggregate principal amount of at least $8,000,000.00 (the “Minimum Investment Amount”) and no more than $10,000,000.00 (the “Maximum Investment Amount”), in the form set forth as Exhibit A attached hereto (the “Note”), and a Warrant to purchase up to 4.99% of the fully diluted shares of Common Stock of ASTV, free of all Liens (the “Warrant”), in the form attached hereto as Exhibit C.
Authorization of the Note. The Note has been duly authorized and when issued, will be the legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.