Raytel Notes definition
Examples of Raytel Notes in a sentence
This Note is one of a series of Notes (collectively the "Raytel Notes"), in the aggregate principal amount of $820,000, delivered by Raytel pursuant to the Stock Purchase Agreement to certain former security holders of CVI, as partial consideration for the purchase of shares of capital stock of CVI or the cancellation of options or warrants to purchase such capital stock.
The parties acknowledge that payment of the Raytel Notes is contingent upon the continuing operation of the cardiac catheterization laboratory (the "Towson Center") operated by Heart Center of Towson, L.P., a Maryland limited partnership (the "Partnership"), a Subsidiary of CVI, during the 12-month period following the Closing and upon the ability of the Partnership to generate sufficient net cash flow to service certain existing Partnership debt during such period, of which there is no assurance.
The parties acknowledge that the operation of the Towson Center (as well as all of the other facilities of CVI and the CVI Subsidiaries) following the Closing shall at all times be subject to the management control of Raytel and its Subsidiaries, and no provision of this Agreement or the Raytel Notes shall be construed as limiting such control in any manner whatsoever or imposing upon Raytel any obligation with respect to the ongoing operation of the Towson Center.
Each CVI Stockholder will be entitled to receive at the Closing the Initial Cash Consideration, the Raytel Notes, and a certificate representing the number of Raytel Shares set forth opposite such CVI Stockholder's name on Exhibit A.