Merger Note definition

Merger Note means the note setting out details of the proposed merger of Asia and Europe in the [ILLEGIBLE]

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Merger Note means that certain convertible promissory note dated of even date herewith in the aggregate principal amount of $5,925,603, subject to adjustment as provided therein, from Verticalnet to FBR Investment Management, Inc., in its capacity as the Stockholders’ Representative of the stockholders of B2e.

Merger Note is defined in Section 2.1(b).

Examples of Merger Note in a sentence

• The Merger Note will be secured by all of the outstanding stock of the Surviving Corporation held by Parent.

• The Merger Note shall be guaranteed by the Surviving Corporation (the “Guaranty”), in the form of Exhibit D attached hereto, with such Guaranty secured by the Surviving Corporation’s assets via a security agreement (“Security Agreement”), in the form of Exhibit D attached hereto.

• Any excess amount owed by Seller to Buyer beyond the Merger Note Consideration pursuant to this Section 1(i) shall be paid by Seller to Buyer, in cash, by wire transfer of immediately available funds.

• Any excess amount owed by Seller to Buyer beyond the Merger Note Consideration pursuant to this Section 2(e) shall be paid by Seller to Buyer, in cash, by wire transfer of immediately available funds.

• It is hereby agreed and declared that it is intended that Europe and Asia will be merged, which merger ("the Merger") will be effected by Europe acquiring the entire issued share capital of Asia in return for 0.9019 shares in Europe for each share in Asia, as more particularly set out in the Merger Note.

• The Merger Agreement, the Merger Note and the Guaranty and Security Agreement are terminated pursuant to this Agreement.

• The Company will use the proceeds from the sale of the Preferred Stock and the Warrants (excluding amounts paid by the Company for legal and administrative fees in connection with the sale of such securities) and the Investor Subordinated Loan for working capital and the repayment of the Dividend Notes and the Merger Note.

• The principal amount of the Merger Note will be equal to the Earnout Amount, minus the amount of cash paid to the Cash Shareholders under (a) above.

• The Board of Directors of Incumaker and SAC have authorized the execution and delivery of this Agreement, the Merger Note and the Warrant and have approved the transactions contemplated hereby and thereby.

• Any amounts payable by Verticalnet under the Merger Note which are set-off pursuant to this Section 6.06 shall be deemed cancelled and shall no longer be due or payable by Verticalnet under the Merger Note.

More Definitions of Merger Note

Merger Note as defined in the sixth Recital.

Merger Note shall have the meaning assigned to such term in the Acquisition Agreement and shall be (i) in the form attached to the Acquisition Agreement (as in effect on the Closing Date) and otherwise in form and substance reasonably satisfactory to the Administrative Agent and (ii) in the amount required by the Acquisition Agreement as in effect on the Closing Date.

Merger Note means the promissory note issued by Parent to the Carryover Shareholders in accordance with Section 1.7(b), in the form attached hereto as Exhibit L.

Merger Note means the promissory notes issued by Buyer to the Stockholders in the form attached as Exhibit 1 to this Agreement, Each Promissory Note will have a term of four (4) years, will bear interest at the rate of four percent (4%) per year, and will be fully amortizing, payable monthly.