Competitive Notes Sample Clauses

The Competitive Notes clause defines the terms and conditions under which a company may issue convertible notes to investors in a competitive financing environment. Typically, this clause outlines how the notes will convert into equity, the priority of repayment, and any special rights or protections for noteholders if multiple investors are involved or if competing offers arise. Its core practical function is to ensure fairness and transparency among investors, preventing disputes and aligning interests when several parties are negotiating similar investment terms.
Competitive Notes. The Competitive Loans of each Lender shall be evidenced by a single Competitive Note duly executed on behalf of the Borrower, dated the date hereof, in substantially the form of Schedule 2.2(f), payable to the order of such Lender.
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Competitive Notes. The obligation of the Company to repay the Fixed Rate Loans and the Competitive Libor Loans made by any Lender and to pay interest thereon shall be evidenced by non-negotiable Competitive Notes of the Company substantially in the form of Schedule D hereto, with appropriate insertions, dated the date of execution thereof by the Company and payable to the order of such Lender on the maturity date of such Loan, in the principal amount indicated thereon. The principal amount of the Fixed Rate Loans and the Competitive Libor Loans made by each Lender under this Section 2.1C and all prepayments thereof and the applicable dates with respect thereto shall be recorded by such Lender from time to time on the grid(s) attached to such Note or by appropriate book entry. The aggregate unpaid amount of Fixed Rate Loans and Competitive Libor Loans set forth on the grid(s) attached to each Competitive Note shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such Note, it being understood, however, that any Lender's failure to so record appropriate information on the grid(s) attached to its respective Competitive Note shall in no way affect the obligations of the Company under this Agreement or such Note.
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Competitive Notes. The Company's obligation to repay the Competitive Loans shall be evidenced by Competitive Notes, one such Competitive Note payable to the order of each Bank making a Competitive Loan pursuant to Section 2.
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Competitive Notes. The Competitive Loans made by any ----------------- Lender shall be evidenced by a single promissory note of the Borrower substantially in the form of Exhibit B-2, dated the date hereof, payable to ----------- such Lender in an amount equal to 50% of the aggregate amount of the Commitments and otherwise duly completed.
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Competitive Notes. 32 Section 2.10 Swing Line Advances................................ 32 ARTICLE III INTEREST, METHOD OF PAYMENT, CONVERSION, ETC.
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Competitive Notes. The Borrower's obligation to repay the Competitive Loans shall be evidenced by Competitive Notes payable to the order of the Lenders. Each Competitive Note shall be payable to the Lender making the Competitive Loan evidenced thereby, shall be in the principal amount of such Competitive Loan, shall be dated the Borrowing Date for such Competitive Loan and shall be stated to mature on the applicable Maturity Date and bear interest from its date until maturity on the principal amount of such Competitive Loan payable at the rates and in the manner provided herein.
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Related to Competitive Notes

  • Restricted Definitive Notes to Unrestricted Definitive Notes Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

  • Definitive Notes The Retained Notes, upon original issuance, will be in the form of Definitive Notes, but, at the request of all of the holders thereof, may be exchanged for Book-Entry Notes. If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

  • Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: (A) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

  • Unrestricted Definitive Notes to Unrestricted Definitive Notes A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

  • Restricted Definitive Notes to Restricted Definitive Notes Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.