The Promissory Note definition

The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniversary"); provided, however, that in the event that Shareholder's employment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Fifth Anniversary. In the event of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Account Balance shall be deemed to be zero, and MRSC shall repurchase the Shares for the Original Purchase Price plus accrued interest on the Promissory Note pursuant to Section 9 of this Exhibit Agreement, which shall be offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of Termination due to death or Disability, the Account Balance shall be offset against amounts owing under the Promissory Note. In the event of exercise of the Call Option prior to the Fifth Anniversary, the Account Balance shall be credited with the target credit, determined in accordance with subparagraph (c) below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Shares, any remaining amounts in the Account Balance shall be paid to Shareholder within (30) days following the Call Option Closing Date; provided that if the Call Option is exercised with respect t...

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The Promissory Note dat▇▇ ▇▇ ▇▇ ▇▇▇ 16, 2001 ▇▇▇▇ ▇▇▇ Borrower to the Lender is hereby amended by replacing the amount "$60,000,000" with the amount "$64,000,000" in each place it appears and by replacing the words "Sixty Million Dollars" in the first paragraph of such note with the words "Sixty Four Million Dollars".

The Promissory Note dated the Closing Date in the principal amount of the Commitment issued by the Borrower to the Lender.

Examples of The Promissory Note in a sentence

The Promissory Note is enclosed and is due back to the Commission within 45 days.
The Promissory Note shall be payable in four (4) equal annual installments, commencing on the Closing Date, as defined in Section 3.7, below, with each subsequent installment to be due on the anniversary date of the Closing Date each year thereafter.
The Promissory Note Principal Amount is to be treated for income tax purposes as a sale of Target Company Membership Interest by the Target Company Members to Holdings.
The Promissory Note will be payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein).
The Promissory Note will contain the specific financial terms of the Advance (e.g. amount funded, interest rate, maturity date, advance date, payment due dates etc.) and all of the terms and conditions of this Agreement are incorporated in and made a part of each Promissory Note.
The Promissory Note will contain the specific financial terms of the Advance (e.g. amount funded, interest rate, maturity date, Advance Date, payment due dates etc.) and all of the terms and conditions of this Agreement are incorporated in and made a part of each Promissory Note.
The Promissory Note shall be payable in four (4) equal annual installments, commencing on the Closing Date, as defined in Section 2.5, below, with each subsequent installment to be due on the anniversary date of the Closing Date each year thereafter.
The Promissory Note shall be in the form set forth as Exhibit A hereto and is herein referred to as the “Note”, which term shall also include any notes delivered in exchange or replacement therefor.
The Promissory Note is a non-interest bearing and non-transferable promise to pay which will contain terms providing for payment to a redeeming Member at two separate times.
The Promissory Note shall be prepayable, without penalty, in whole or in part, with prepayments applied to the last installment or installments coming due.

More Definitions of The Promissory Note

The Promissory Note. , "the Note", "thereunder", "thereof" or words of like import referring to the Promissory Note, shall mean and be a reference to the Replacement Note.

The Promissory Note. The Promissory Notes", "The Credit Agreements", "Description of the Certificates", "The Liquidity Facility" and "The Liquidi ty Facilities" in the Prospectus insofar as they relate to provisions of the documents therein described and under the captions "The Eximbank Guarantees", "Certain United States Federal Tax Consequences" and "ERISA Considerations" in the Prospectus to the extent that they constitute matters of law or legal conclusions with respect thereto, such counsel shall state that, on the basis of the foregoing, no facts have come to the atten tion of such counsel that have led such counsel to be lieve that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel need express no opinion or belief with respect to the financial statements, schedules and other financial information included in or excluded from the Registration Statement or the Prospectus or the exhibits to the Registration Statement. In rendering the opinions expressed above, such counsel may assume (i) the authenticity of all documents submitted to them as originals and the conformity to originals of all documents submitted to them as copies, (ii) that the signatures on all documents that they have examined are genuine, (iii) that the Declaration and the Credit Agreement constitute the legal, valid, binding and enforceable obligations of each party thereto other than the Depositor, and (iv) that the Eximbank Guarantee Agreement constitutes the legal, valid, binding and en forceable obligation of each party thereto other than Eximbank. In rendering the opinions set forth above, such counsel may limit their opinions to matters governed by the laws of the States of New York and the General Corporation Law of the State of Delaware and the United States of America to the extent specifically referred to there in.