Note Consideration Clause Samples

Note Consideration. Subject to the terms and conditions of this Agreement, including without limitation Section 6.9 and Section 8.7, at the Closing, Buyer shall issue and deliver to Seller a promissory note duly executed by (an) authorized representative(s) of Buyer with a principal balance of $2,000,000 and interest accruing thereon on a rate of 3.25% per annum, in the form attached hereto as Exhibit B (the “Promissory Note”).

Note Consideration. Notwithstanding Section 4.1 above and subject to the limitations described herein, those Limited Partners who, in connection with the Merger, affirmatively elect the Note Option shall receive notes (the "Notes"). The principal amount of the Notes will be determined in accordance with the final Prospectus/Consent Solicitation Statement. In the event that any of the Limited Partners elect the Note Option, the number of American Spectrum Common Shares allocated to the Merging Entity will be reduced in accordance with the final Prospectus/Consent Solicitation Statement.

Note Consideration. The Note in the principal amount of $2,500,000 shall be issued by PESI to the order of Parent. The Note (i) shall be unsecured and subordinated; (ii) shall bear an annual interest rate equal to 6%; (iii) shall be non-negotiable; (iv) may not be sold, transferred or assigned by Parent without the prior written consent of PESI which may be withheld by PESI in PESI’s sole discretion; (v) shall be subject to offset as provided in Section 9.3 hereof; and (vi) shall be payable over a three (3) year period in thirty-six (36) monthly installments of principal and interest, with each monthly installment to be as follows: the principal sum of $69,444.44, plus accrued interest, with the final installment to be in the sum of the remaining unpaid principal balance due under the Note plus accrued interest, due thereon. The first installment shall be payable on the 15th day of the month following the Closing Date and an installment due on the 15th day of each of the next 35 months thereafter. The Note further provides that on the failure of PESI to pay any monthly installment of principal and interest within 30 days when due thereunder (“Default Date”), (x) the annual interest rate will automatically increase (without any action on the part of Parent) as of such Default Date to 12% during the period of such default, and (y) Parent will have the option to declare the Note in default and to be immediately due and payable where upon the Note shall become forthwith due and payable upon written demand received by PESI (“Written Demand Notice”), and Parent will thereafter, at its option and in its sole discretion, have the right to elect by written election delivered to PESI to receive in full and complete satisfaction of all of PESI’s obligations under the Note, as more fully set forth therein, either: (a) the cash amount equal to the sum of the unpaid principal balance owing under the Note and all accrued and unpaid interest thereon, plus the Expenses (as defined in the Note) (the “Payoff Amount”); (b) the number of fully paid and non-assessable shares of PESI restricted Common Stock (the “Payoff Shares”), equal to the quotient determined by dividing the Payoff Amount by the average of the closing prices per share of the PESI Common Stock as reported by the primary national securities exchange or automatic quotation system on which PESI Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by PESI of the Wr...

Note Consideration. “Note Consideration” shall mean $2,000,000 to be paid by the issuance of Acquirer Notes with an aggregate principal amount of $2,000,000. “Acquirer Notes” shall mean unsecured promissory notes issued by the Acquirer in substantially the form attached hereto as Exhibit E.

Note Consideration. The remaining fifty percent (50%) of the Merger Consideration (the "NOTE CONSIDERATION") shall be paid in the form of a three-year convertible subordinated promissory note (the "NOTE") in the form attached hereto as Exhibit B issued by the Parent to the Shareholders in the aggregate original principal amount of the Note Consideration. The Parent shall issue a Note to each Shareholder in accordance with their pro rata share of the Merger Consideration.

Note Consideration. Payments under the Note shall be paid by the Buyer Group to the Shareholders' Representative in accordance with the terms of the Note and this Agreement. Payments under the Note may be offset pursuant to Section 10.5(b) by the amount of any indemnification claim which the Buyer Group, Buyer's Affiliates or the Surviving Corporation may have pursuant to Article 10; provided, however, that if Shareholders' Representative objects to Buyer's offset for amounts due under the Note for any such claim within 30 days of notice of such claim and such claim is greater than $50,000, or the aggregate of such claim and all prior claims for which the Buyer Group claimed an offset is greater than $75,000, the amount due under the Note (to the extent of such claim) shall be paid to the Escrow Agent to be held as Additional Series A Consideration and distributed in accordance with the Escrow Agreement.

Note Consideration. At the Closing, Buyer will pay to Sellers, pro rata based upon their respective Ownership Percentages, the Note Consideration in the form of unsecured promissory notes with Sellers, each in the form attached hereto as Exhibit E (the “Seller Notes”).

Note Consideration. Within ten (10) business days following the Effective Date, Sublessee shall deliver to Sublessor an unsecured promissory note ("Note") in a principal amount equal to the negative difference between $4,100,000 and the market value of the shares of common stock of Commerce One, Inc. to be issued to Sublessor pursuant to Section 3.4 below, as measured by the NASDAQ closing price for said shares on the trading day immediately prior to their issuance, payable in a single installment on February 22, 2005, without interest, in the form attached hereto as Exhibit A.

Note Consideration. At the Closing, ACC will execute and deliver a note payable (the "Note Consideration") to the Shareholders or their designee, in form and substance substantially similar to Exhibit "A" attached hereto, in the principal amount of Fifty Thousand Dollars ($50,000.00), said principal due and payable on or before July 31, 1998, and bearing interest at the rate of ten percent (10%) per annum.