Replacement Note definition
Examples of Replacement Note in a sentence
So long as the Participating Buyer beneficially owns the Replacement Note and/or the New Warrant, the Company shall comply with the reporting requirements of the Exchange Act; and the Company shall continue to be subject to the reporting requirements of the Exchange Act.
Neither the Company nor any of its affiliates nor any Person acting on behalf of or for the benefit of any of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations of the SEC promulgated thereunder) for soliciting the exchange of the Original Note for the Replacement Note and the New Warrant.
No additional legal opinion, other information or instructions shall be required of the Participating Buyer to exercise the New Warrant or convert the Replacement Note.
The Company covenants that while the Replacement Note and the New Warrant remain outstanding, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Replacement Conversion Shares and New Warrant Shares.
Participating Buyer shall deliver its Original Note to the Company and all debt evidenced by the Original Note shall thereafter be reflected in the Replacement Note to be issued immediately at the Exchange Closing.