Consideration Note definition
Examples of Consideration Note in a sentence
For the avoidance of doubt, no cash payment shall be required in the event of any repayment of the Consideration Note.
Party A shall remit the Cash Consideration and Consideration Note to Party B at Closing.
At the Closing (as defined in the Purchase Agreement) the Grantor will pay to Secured Party, in cash, a total of $10,000,000, and will issue to Secured Party a promissory note in the face amount of $10,000,000, subject to conversion, adjustment and offset upon the terms thereof, substantially in the form attached to the Purchase Agreement as Exhibit B (the "Consideration Note").
As partial consideration for the Secured Party's agreement to accept the Consideration Note, the Grantor desires to grant additional liens on additional collateral in favor of the Secured Party pursuant to the terms hereof.
Upon the return of the Intermediate Shareholder Transferred Assets to Intermediate Shareholder, the Consideration Note shall be cancelled.
If the Excess Consideration Note has not matured in accordance with its terms prior to the Transition Services Payroll End Date, the Buyer shall decrease the amount due under the Excess Consideration Note by an amount equal to the Old Accounts Receivable Unpaid Amount.
The Parties (including Intermediate Shareholder) hereby agree that, subject to the agreement of such individuals to so serve, all of the Special Committee Directors shall continue to serve as members of the board of directors of MICT after the Merger for the shorter of (i) 180 days from the Closing Date or (ii) the date that the Consideration Note is no longer outstanding.
Intermediate certifies that neither it nor the Intermediate Shareholder is a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) and Intermediate Shareholder is not acquiring the Consideration Note for the account or benefit of any U.S. person, and understands that the Conversion Shares underlying the Consideration Note are not registered under the Securities Act.
Effective from and after the Closing, CGI shall not distribute any excess proceeds received pursuant to Section 2.8(c) received from, or on behalf of, the Seller or pursuant to the Excess Consideration Note to its direct or indirect stockholders in violation of applicable Law or applicable fiduciary duties of the CGI Board of Directors.
For all purposes hereof, the term "the Effective Time of Closing" shall occur upon (i) the delivery to Purchaser of the Deed, the General Conveyance, Transfer and Assignment, and the other Operative Documents as contemplated herein on the Closing Date and (ii) the payment of the Purchase Price, including the delivery to Seller of the Subordinated Note the Consideration Note, and the delivery to Seller of the other Operative Documents.