VTB Note definition

VTB Note means a promissory note made payable to Seller by Revision Military Ltd. in substantially the form of Exhibit C hereto. “WARN” has the meaning set forth in Section 6.12(b). “Working Capital” means (i) the current assets included in the Acquired Assets as of the Closing Date (excluding the Excluded Assets and excluding any accounts receivable that are more than 60 days past due), minus (ii) the current liabilities included in the Assumed Liabilities as of the Closing Date (excluding the Excluded Liabilities), in each case, prepared in accordance with GAAP consistent with the historic accounting methodologies and principles of the Seller consistently applied (it being understood that if such historic accounting methodologies and principles are not in accordance with GAAP, then GAAP shall apply). An example of the calculation of Working Capital as of May 31, 2018, is set forth on Schedule III. “Working Capital Statement” has the meaning set forth in Section 2.3(a). “Working Capital Target” means $[commercially sensitive information redacted]. “Year-End Financial Statements” has the meaning set forth in Section 3.9(a). Schedule II EXAMPLE EARNOUT CALCULATIONS Schedule III EXAMPLE WORKING CAPITAL CALCULATIONS [commercially sensitive information redacted] Schedule IV KNOWLEDGE [Immaterial details redacted] SCHEDULE 1.1

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VTB Note means the credit agreement in the principal amount of up to $8,000,000 to be entered into at the Closing between SSR, as lender, and EMX, as borrower, in the form set forth on Exhibit D.

VTB Note means a promissory note made payable to Seller by Revision Military Ltd. in substantially the form of Exhibit C hereto.

Examples of VTB Note in a sentence

The VTB Note will have no fixed maturity date and shall accrue interest at the rate of 10% per annum.
Each Purchaser acknowledges that its obtaining financing (other than the VTB Note financing) is not a condition to any of its obligations under this Agreement, regardless of the reasons that any such financing is not obtained or whether such reasons are within or beyond the control of such Purchaser.
No later than 60 days following the Closing Date, the Purchaser shall pay to SSR (for and on behalf of itself and the other Vendors) the principal amount under the VTB Note together with any interest accrued thereon pursuant to and in accordance with the terms of the VTB Note.
The Purchaser has, and will have at Closing, after application of the VTB Note to the Purchase Price, sufficient funds available (through existing credit facilities or otherwise) to enable it to complete the purchase of the Purchased Assets and the other transactions contemplated by this Agreement.
At the Closing, Parent and Acquiror shall deliver or cause to be delivered to Seller: (i) duly executed copies of the VTB Note and the Security Agreement; and (ii) a copy of the resolutions of the board of directors of Parent approving the issuance of Parent Class A Common Stock to Seller and any other documents evidencing the issuance of Parent Class A Common Stock as may be reasonably requested by Seller.
The VTB Note shall be repayable by the Vendor in quarterly installments in an amount equal to 5% of the gross sales realized by the Purchaser in such quarter from the sale of cannabis infused products containing more than 0.3% tetrahydrocannabinol (the “Vendor Royalty Payments”).
The VTB Note maybe repaid in whole or in part at any time by the Purchaser in its sole and absolute discretion without penalty; the assumption of the Assumed Liabilities; and the granting by the Purchaser to the Vendor of the Limited License upon and subject to the terms and conditions set out in the attached Schedule 2.3(1)(e).
The Purchaser acknowledges that its obtaining financing (other than the VTB Note financing) is not a condition to any of its obligations under this Agreement, regardless of the reasons that any such financing is not obtained or whether such reasons are within or beyond the control of the Purchaser.
Except as disclosed in Section 3.1(4) of the Vendor Disclosure Letter, there is no filing with, notice to, or Authorization of, any Governmental Entity is required on the part of any Vendor as a condition to the lawful completion of the transactions contemplated by this Agreement and the VTB Note.
In the event of (a) above, the Purchaser shall be entitled to deliver the VTB Note at Closing to satisfy a portion of the Purchase Price; provided, that in no circumstances shall the principal amount of the VTB Note exceed $5,000,000.

More Definitions of VTB Note

VTB Note means the vendor take‐back promissory note dated April 10, 2015 issued by Waiward Steel as debtor to 317508 Alberta Ltd. as holder.

VTB Note means the promissory note in the principal amount of up to $5,000,000 to be issued by the Purchaser to SSR (for and on behalf of itself and the Vendors), substantially in the form attached as Exhibit D. The principal amount of the VTB Note shall be determined pursuant to and in accordance with Section 2.2(4) and, for the avoidance of doubt, if such principal amount is determined to be $0, then the VTB Note shall not be issued and delivered under this Agreement.

VTB Note means the secured non-negotiable promissory note in the principal sum of $6,000,000, issued by Acquiror to Seller on the date hereof. “VTB Note Principal Amount” means USD $6,000,000.