Convertible Term Note Sample Clauses
Convertible Term Note. The Companies hereby each acknowledge and agree that Laurus’ obligation to purchase the Secured Non-Convertible Revolving Note and the Secured Non-Convertible Term Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus in its sole discretion) of the items and matters set forth in the closing checklist provided by Laurus to the Companies on or prior to the Closing Date.
Convertible Term Note. This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws. FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Maker”), hereby promises to pay to CVC California, LLC, a Delaware limited liability company (“CVC”), or registered assigns (collectively with CVC, the “Payee”), the sum of Six Million Three Hundred Fourteen Thousand Six Hundred Ninety-Nine and 59/100 ($6,314,699.59 Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Amended and Restated Revolving Credit and Term Loan Agreement of even date herewith by and between CVC and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement. Payments of principal of, interest on and any other amounts with respect to this Convertible Promissory Note (this “Note”) are to be made in lawful money of the United States of America. Principal and accrued interest of this Note may or shall be convertible into common stock of the Maker as provided in Section 3 below.
Convertible Term Note. All of the Borrower's representations, warranties and covenants regarding the Original Term Note are deemed repeated and are made again in respect of this Amended and Restated Convertible Term Note on the date hereof. The Borrower's obligations to Holder under the Original Term Note issued by the Borrower to the Holder is hereby, simultaneously with the execution and delivery of this Note by the Borrower to the Holder, irrevocably extinguished. This Amended and Restated Secured Convertible Term Note amends and restates in its entirety Original Term Note of the Borrower. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof between the Borrower and the Holder (the "Purchase Agreement"). The following terms shall apply to this Note: