Convertible Subordinated Promissory Note Sample Clauses

Convertible Subordinated Promissory Note. DoveBid shall have executed ---------------------------------------- the subordinated convertible promissory note substantially in the form of Annex III (the "Convertible Subordinated Promissory Note").
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Convertible Subordinated Promissory Note dated June 1, 1999, executed by United Surgical Partners International, Inc. in favor of Baylor Health Services, in an aggregate principal amount of $3,287,234. *Pursuant to Section 1(d) of the above note, as long as such note is outstanding, the Borrower must give the holder of the note at least 15 days prior written notice of the record or effective date of any dividends to be paid on its capital stock. Exhibit A NOTICE OF ASSIGNMENT AND ACCEPTANCE [Date] TOPS Specialty Hospital, Ltd. _____________________________ _____________________________ _____________________________ Chase Bank of Texas, National Association 000 X. Xxxxxxx Xxxxxxxxxx Xxxxxxxxxx, Xxxxx 00000 Attention: Xxx Xxxxxxxxxx Re: Credit Agreement dated as of June _, 1999 (the "Credit Agreement") between TOPS Specialty Hospital, Ltd. a Texas limited partnership, the Lenders referred to therein, and Chase Bank of Texas, National Association, as Agent for the Lenders Dear Ladies and Gentlemen: We hereby give notice that, effective as of the date hereof, [Name of Assignor] (the "Assignor") has assigned its rights and obligations with respect to _____% (representing $____________) of the Assignor's outstanding Term Loans, representing _____% (representing of the aggregate outstanding Term Loan [Facility A] [Facility B] Commitment and Term Loans (such interest in such rights and obligations being hereinafter referred to as the "Assigned Interest") under the Credit Agreement to (Name of Assignee) (the "Assignee"). The Assignee hereby agrees (i) to become a "Lender" pursuant to Section 9.04 of the Credit Agreement (if not already a Lender under the Credit Agreement) and (ii) agrees to assume all the obligations of the Assignor thereunder with respect to the Assigned Interest. The address for notices, lending office(s) and payment instructions for the Assignee arc as follows: Address for Notices: _____________________________ _____________________________ _____________________________ Attention: Telephone: Telecopier: NOTICE OF ASSIGNMENT Lending Office for Term Loans: _____________________________ _____________________________ _____________________________ Payment Instructions: _____________________________ _____________________________ _____________________________ Please sign and return the enclosed copy of this letter to the undersigned to indicate your receipt hereof, and your consent to or notice of (as applicable) the above-mentioned assignment and assumption, and your agreement to the release...

Related to Convertible Subordinated Promissory Note

  • Promissory Note The Promissory Note as set forth in Section 2;

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • Secured Promissory Notes The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

  • Convertible Note 9 Section 3.8

  • Subordination of Debentures 48 Section 16.1. Agreement to Subordinate........................................48 Section 16.2. Default on Senior Debt, Subordinated Debt or Additional Senior Obligations..................................................49 Section 16.3.

  • Subordinated Note At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Subordinated Note, except as expressly permitted in the Subordination Agreement.

  • Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) the Subordination Period will end and all Outstanding Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit Arrearages on the Common Units will be extinguished.

  • Payment of Debentures (a) The Company shall pay the principal of and premium, if any, and interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding) on the Debentures on or prior to the dates and in the manner provided in such Debentures or pursuant to this Junior Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date if on such date the Trustee or the Paying Agent holds, in accordance with this Junior Indenture, money sufficient to pay all of such installment then due. With respect to any Debenture, the Company shall pay interest on overdue principal and interest on overdue installments of interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), to the extent lawful, at the rate per annum borne by such Debenture, compounded quarterly. Interest on overdue interest shall accrue from the date such amounts become overdue.

  • Promissory Notes and Tangible Chattel Paper If the Debtor shall at any time hold or acquire any promissory notes or tangible chattel paper, the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

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