Seller’s Note definition

Seller’s Note has the meaning given in Section 2.2(a)(ii).

Seller’s Note. The term “Sellers’ Note” as used in this Agreement shall mean that certain promissory note, dated May 19, 2006, issued by Borrower to the Shareholders, in connection with Borrower’s acquisition of all outstanding shares of capital stock of the Target Companies pursuant to the Acquisition Agreement.

Seller’s Note means that certain promissory note in favor of the Seller for $2,125,000, the form of which is attached hereto as Exhibit A.

Examples of Seller’s Note in a sentence

• Except for filings that may be required under applicable federal and state securities laws in connection with the issuance and sale of the Seller’s Note, all consents, authorizations, orders, filings and registrations which Seller is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

• On the Transfer Closing Date, (i) Purchaser shall pay the Transfer Price equal to $60,000.00 in United States dollars by wire transfer of immediately available funds to the Seller (ii) Seller shall deliver to Purchaser the Seller’s Note, duly endorsed to Purchaser.

• Representatives of civil liberties groups and privacy experts have expressed concerns regarding (1) the adequacy of protections for security, data sharing, identity theft, and other identified uses of biometric data and (2) secondary uses and “function creep.” These concerns relate to the adequacy of protections under current law for the large-scale data handling in a biometric system.

• Having paid reduced purchase consideration due to the Seller’s Note and the undisclosed guarantee to Goldman provided by Synchronoss, Sequential’s capital was freed up to enter into the $9.2 million license transaction, which Synchronoss then improperly treated as free-standing revenue to pad its fourth quarter and full-year 2016 results.

• Specifically, the Company provided to Sequential a Seller’s Note of $83 million to finance the sale of the activation business to Sequential.

More Definitions of Seller’s Note

Seller’s Note has the meaning set forth in Section 2.02(b). “Sellers Note Amount” means $130,000,000.00 minus the Retention Bonus Amount. “Sellers’ Representative” has the meaning set forth in the Preamble. “Sellers Retention Amount” means $810,000. “Shareholders” has the meaning set forth in the Preamble. “Software” means, in any form or medium, any and all (i) computer software (including any and all (A) software implementations of algorithms, models and methodologies, (B) software embodied in any sensor component or used in the design, test and manufacture of any sensor component, and (C) programmable logic and human readable or any intermediate hardware logic description language (including HDL and VHDL), whether in Source Code, Object Code, or other form), (ii) data, databases and collections or compilations of data, and (iii) all information, documentation and manuals related to any of the foregoing. “Source Code” means one or more statements in human readable form, including comments and definitions, that are generally formed and organized according to the syntax of a computer or programmable logic programming language (including such statements in batch or scripting languages), together with any and all text, diagrams, graphs, charts, flow-charts, presentations, manuals and other information that describe the foregoing. “Specific Indemnity Matters” has the meaning set forth in Section 8.02(a)(ii)(J). “Sponsor” has the meaning set forth in Section 3.11(d). “Stock Buyer” has the meaning set forth in the Preamble. “Straddle Period” has the meaning set for in Section 7.05(b).

Seller’s Note shall have meaning ascribed to it in Section 2.02(a)(iv).

Seller’s Note means that certain Promissory Note in the aggregate principal amount of Two Million Dollars ($2,000,000) by and between Seller and the Company dated as of December 31, 2006.

Seller’s Note means any promissory note payable by Borrower to the ------------- seller of an entity acquired pursuant to a Permitted Acquisition, which such note constitutes a deferred portion of the purchase price of the entity acquired pursuant to such Permitted Acquisition.

Seller’s Note shall have the meaning set forth in Section 3(d)(i).

Seller’s Note means the promissory note in the principal sum of $25,000,000 with the Buyer, as Maker, and the Seller, as Payee, in the form attached as Exhibit F to this Agreement.

Seller’s Note means the promissory note made by Seller in favor of the Company in the amount of $135,477, which amount consists of $112,000 in principal and $23,477 in interest.