Gemini Note definition

Gemini Note means an 8% Senior Secured Convertible Note issued or to be issued to Gemini in an original principal amount equal to $1,800,000.
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Gemini Note shall have the meaning set forth in Section 2(a) below.
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Examples of Gemini Note in a sentence

  • Without limiting the foregoing, so long as the Gemini Note is outstanding, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Seller and make publicly available in accordance with Rule 144(c) such information as is required for the Seller to sell the Securities and Underlying Shares under Rule 144.

  • Gemini Note On January 20, 2010, the Company entered into a Second Amendment Agreement with Gemini Master Fund, LTD whereby certain terms of the First Amendment Agreement were modified.

  • Khuntia also asked insur- ance companies to "weed out" loss-making products and con- centrate only on the better paying ones.

  • At all times after March 1, 2012 until such time as the Seller no longer holds the Gemini Note, the Company shall (i) cause itself to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed thereunder, and (ii) cause all shares of its Common Stock (including the Underlying Shares) to be listed, traded or quoted on a Trading Market.

  • Such new Note shall not constitute a novation or satisfaction and accord of the Gemini Note.

  • The Company acknowledges and agrees that, for purposes of Rule 144, the holding period for the shares of Common Stock issuable upon conversion or otherwise pursuant to the Gemini Note shall have commenced on June 25, 2008 (the date of original issuance of the promissory note which was exchanged for the Gemini Note), notwithstanding this Agreement and the transactions contemplated hereby.

  • Gemini shall pay for the Note being purchased hereunder at Closing solely by exchanging and surrendering to the Company its Gemini Note for a new Note with an original principal amount equal to the outstanding balance (including principal and accrued interest thereon) of the Gemini Note as of the Closing Date, and no other value or consideration shall be paid or payable by Gemini for the purchase of such new Note.

  • Notwithstanding anything contained herein, the Holder shall not be required to convert the Gemini Note pursuant to this Section 3 if at any time during the thirty (30) days immediately preceding any such contemplated conversion any of the Equity Conditions failed to be satisfied.

  • For clarification, it is understood that the outstanding principal amount hereunder shall never be greater than the principal amount outstanding under the Gemini Note.

  • The Purchase Price was paid by Gemini's non-interest bearing, non-negotiable promissory note (the "Gemini Note") due on the later of November 30, 2009 or the date of expiration of the term of the Sagemark Capital Partnership Agreement.

Related to Gemini Note

  • New Note shall have the meaning assigned to such term in Section 38.

  • Bridge Note has the meaning assigned to that term in Section 2.2(a)(1).

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Existing Note shall have the meaning given to such term in the preamble hereto.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • RMB Note means a Note denominated in Renminbi.

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Note means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C.

  • Promissory Note means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

  • Contract Note means a promissory note of the Borrower payable to the order of a Lender, in substantially the form of Exhibit 1.01A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Contract Advances made by such Lender to the Borrower.

  • Note A shall have the meaning assigned to such term in the recitals.

  • debit note means a document issued by a registered person under sub-section (3) of section 34;

  • Senior Note means, for a Supplemental Loan, if any, each Multifamily Note secured by a Senior Instrument.

  • Term Note means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

  • Underlying Note means the one or more promissory notes executed by an obligor evidencing a Loan.

  • Original Note shall have the meaning assigned to such term in the recitals.

  • Equipment Note means and includes any equipment notes issued under the Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to Section 2.07 or 2.08 of the Indenture.

  • of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

  • Company Note has the meaning set forth in Section 3.1 of the Sale Agreement.

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • B Note means, with respect to any A/B Mortgage Loan, the related subordinated Mortgage Note not included in the Trust, which is subordinated in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement.

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Convertible Debenture means the 6% convertible debenture dated July 1, 2008 and due July 1, 2011, in the amount of CAD$10,000,000 issued by Orezone to the Debentureholder;

  • Revolving Note means a promissory note of the Borrower payable to a Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the Borrower under the Revolving Loan Commitment of such Lender.

  • Master Note means a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act, as added by Pub. L. 105-244,ss. 427,112 Stat. 1702 (1998) as amended by Public Law No: 106-554 (enacted December 21, 2000) and as codified at 20 U.S.C.ss. 1082(m)(1).

  • Preferred Security means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement.