Note Conversion Agreement definition
Examples of Note Conversion Agreement in a sentence
Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Note Conversion Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.
The Company and Buyer hereby agree that the Note Conversion Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.
The provisions of this Subsection 8(a) and Subsection 8(d) below, apply to all common shares received by any Note Holder pursuant to a Note Conversion Agreement, a Preferred Stock Exchange Agreement, or a Warrant Exercise Agreement and shares of common stock into which Series J Preferred Stock is converted, which shares of Series J Preferred Stock are received pursuant to the same agreements.
The holders of at least 75% of the principal amount of the Notes shall have, effective upon the Closing, elected to convert their Amended Notes into shares of Company Common Stock pursuant to the Note Conversion Agreement and shall have executed and delivered to the Company the Note Conversion Agreement, as provided for in the Amended Notes.
The Assignee shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Assignment Agreement and the Note Conversion Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
All terms not defined herein shall have the meaning as set forth in the Note Conversion Agreement.
The authorized capital stock of Aura Sound consists of 100,000,000 shares of common stock, no par value, of which 11,505,305 shares will be issued and outstanding at the Closing after giving effect to the Share Cancellation Agreement and the Note Conversion Agreement.
Prior to the Effective Time, Corporation shall, and shall cause each of its Subsidiaries to, deliver all notices and take all actions that are required to effect the Convertible Note Conversion, the cancellation and discharge of the Convertible Note and the release of all Liens securing all obligations thereunder, in each case as contemplated by the Convertible Note Conversion Agreement.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Note Conversion Agreement dated as of December 22, 2010 by and between the Company and the Holder (the “Note Conversion Agreement”).
Sections 3, 4 and 5 of the Promissory Note Conversion Agreement of even date herewith between PMW and ▇▇▇▇▇▇▇ shall be incorporated herein by reference.