Convertible Note. From and after the Effective Time, the Company's $8,000,000 10% convertible subordinated promissory note, dated November 20, 1998, payable to Wind Point Partners III, L.P. (the "Convertible Note") shall, in accordance with the terms of the Convertible Note, represent the right, upon conversion thereof in accordance with its terms, to receive in cash, without interest, a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon the conversion of such Convertible Note in accordance with its terms immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration, such cash payment to be reduced by any required withholding of Taxes.
Convertible Note. 9 Section 3.8
Convertible Note. 3.7 Copyrights.............................................................4.15(a) D&O Insurance...........................................................7.6(b) Dissenting Shares..........................................................3.2
Convertible Note. The term “Convertible Note” shall mean the $4.3725 billion aggregate principal amount of 6.75% Series U Convertible Senior Debentures Due December 31, 2012 issued under that Indenture, dated as of January 8, 2008, between GM and the Bank of New York, as Trustee, including all supplemental indentures thereto, substantially in the form attached as Exhibit B to this Settlement Agreement.
Convertible Note. GM shall issue the Convertible Note to the LLC on February 22, 2008 or as soon as reasonably practicable thereafter. GM hereby represents that, since September 26, 2007, no event has occurred that would have given rise to an adjustment of the Conversion Rate (as defined in the Convertible Note) pursuant to Section 3 of the Convertible Note if such event had occurred after the issuance of the Convertible Note and GM agrees to adjust the initial Conversion Rate included in the form attached hereto as Exhibit B accordingly if such an event occurs prior to the issuance of the Convertible Note. Notwithstanding any provisions in the Convertible Note to the contrary, GM shall (x) not be entitled to exercise the right to redeem the Convertible Note on or after January 1, 2011, pursuant to the first paragraph of Section 5 of the Convertible Note, unless the Implementation Date has occurred and the Convertible Note has been transferred to the New VEBA in accordance with Sections and 8.C. and 12.F. of this Settlement Agreement, and (y) only be entitled to make a Termination Redemption (as defined in the Convertible Note) upon termination of the TAA and LLC as provided in Section 7.G of this Settlement Agreement or upon determination of an appropriate alternative to transferring the Convertible Note or the Alternative Convertible Note to the New VEBA as provided in Section 22 of this Settlement Agreement which is satisfactory to the UAW and Class Counsel.
Convertible Note. Cause the LLC to transfer to the New VEBA the Convertible Note issued to the LLC or, at GM’s option, issue to the New VEBA the Alternative Convertible Note, as described in Section 12.F of this Settlement Agreement. In the event that the transfer of the Convertible Note (or the issuance of the Alternative Convertible Note) to the New VEBA occurs subsequent to a Record Date and on or prior to the Interest Payment Date (as such terms are defined in the Convertible Note), GM shall cause the LLC to transfer to the New VEBA immediately upon receipt the interest payment that the LLC will receive that corresponds to such Interest Payment Date. GM shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in requesting the issue or transfer of the Convertible Note or Alternative Convertible Note to the New VEBA.
Convertible Note. Simultaneously with the execution and delivery of this Agreement, the parties hereto shall enter into a Note Agreement (the "Note Agreement"), dated as of the date hereof, substantially in the form attached as Exhibit C hereto. Under the Note Agreement, Genentech shall loan Lexicon Four Million Dollars (U.S.$4,000,000), on or before December 31, 2002, pursuant to the terms and conditions set forth in such Note Agreement.
Convertible Note. At any time between the date hereof and ---------------- Closing, X'Xxxx and Xxxx may continue to lend up to Ten Million Dollars ($10,000,000) to Web or Big Stuff pursuant to a "CONVERTIBLE NOTE", described below. The Convertible Note includes amounts lent by X'Xxxx and Xxxx to Web or Big Stuff since January 1, 1999. The Convertible Note will provide additional working capital required by Web or Big Stuff (i) to consummate the contemplated contractual arrangements with Excite and to fulfill its obligations thereunder, (ii) to pay for extraordinary capital expenditures approved in advance by a disinterested majority of the Board of Directors of the Parent, including consummation of contractual arrangements with other entities similar to those with Excite, or (iii) for working capital purposes, including for ordinary capital expenditures. The conversion feature of the Convertible Note shall provide that the principal amount of the Convertible Note, but not the accrued but unpaid interest, shall be convertible into Parent common stock at any time on or after Closing at a conversion price of $5.50 per share. If the acquisition of WorldPages contemplated by this Agreement and the Big Stuff Acquisition Agreement shall not be consummated, the conversion feature shall not be operable, and Parent shall have no obligations under the Convertible Note. The parties agree that notwithstanding anything herein or in the Big Stuff Acquisition Agreement to the contrary, there shall be no "doubling" of the amount which may be lent by X'Xxxx and Xxxx to Web or Big Stuff and that an aggregate maximum amount of $10,000,000 may be lent by X'Xxxx and Xxxx to Web and Big Stuff, collectively.
Convertible Note. (a) constitutes, together with the Purchase Agreement and the Ancillary Agreements, the entire agreement among the parties with respect to the subject matter hereof;
Convertible Note. Agent shall have received evidence, acceptable to Agent, that Borrower shall have issued, or contemporaneously with the closing of the Term Loan shall issue, the Convertible Note resulting in gross cash proceeds to Borrower of not less than $6,000,000.
