Call Note definition
Examples of Call Note in a sentence
Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to make any cash payment pursuant to this Section 8(b) or any cash payment of principal or interest due under a Call Note if the Board determines that making such payment would reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements.
The Call Note shall bear interest at a rate equal to the Mid-term Applicable Federal Rate plus three percent (3%) from the date of issuance of the Call Note and will be payable quarterly in arrears.
In the event the Company cannot make any cash payment under this Section 8(b) or the cash payments of principal and interest due under a Call Note because of such Board determination, the Company will undertake to make such payments at such time as the Board determines that making such payment would not reasonably be likely to adversely affect the Company’s liquidity or be restricted by the Company’s financing arrangements.
This indemnity agreement will be in addition to any liability which the Participating Dealer may otherwise have.
Such Call Note may be prepaid by the Company in whole at any time or in part from time to time without premium or penalty and shall otherwise be in the form acceptable to the Board; provided, however, that if at any time after such Call Note has been issued the Prepayment Conditions are satisfied, the Call Note shall then be prepaid in full at such time.
A description of the Call Note Reviews, the Ride Along Reviews, any Compliance Reviews, and any findings made during the Compliance Reviews shall be summarized in the Annual Reports.
Notwithstanding the foregoing, the Securityholder shall not have any obligation to purchase the Call Note if the Securityholder has determined that either (i) an Event of Default (as defined in the Amended Note) has occurred or (ii) as of the date of the Company Call Notice, any of the representations and warranties of the Company set forth in Article 3 are no longer accurate at the time of such Company Call Notice.
If the Compliance Officer, in consultation with other appropriate Jazz personnel, suspects that improper promotion may have occurred in connection with either the Call Note Review or any Ride Along Review, the Compliance Officer shall undertake a follow-up review (Compliance Review).
Assuming that the Company’s stockholders approve an increase in the Company’s authorized shares of common stock, par value $0.001 (the “Common Stock”), all shares of the Common Stock, which may be issued upon the conversion of the Amended Note and, if applicable, the Call Note (as defined below), in accordance with the terms of the Amended Note and, if applicable, the Call Note, will be validly issued, fully paid and non-assessable.
The remaining $47,891,784 is expected to be borrowed by Comcast FCI from Fleet Call pursuant to a two year note (the "Fleet Call Note") bearing interest at 7% per annum with interest payable quarterly in arrears and principal paid in full at maturity.