Conversion of Promissory Note; Satisfaction of All Obligations Sample Clauses

Conversion of Promissory Note; Satisfaction of All Obligations. PMW and Xxxxxxx shall enter into the Promissory Note Conversion Agreement in the form attached hereto (the “Note Conversion Agreement”) pursuant to which Xxxxxxx shall convert the amount of $177,680 of outstanding principal and interest under the Promissory Note dated as of July 18, 2005 in the principal amount of $180,000 (the “July 2005 Note”), into 3,553,600 shares of PMW common stock. PMW shall issue the common stock to Xxxxxxx upon (i) execution of this Agreement by all Parties; (ii) execution of the Note Conversion Agreement by PMW and Xxxxxxx; (iii) the delivery by Xxxxxxx to PMW of the original July 2005 Note marked “PAID IN FULL”; and (iv) the filing of any required documentation by PMW for an exemption under applicable state securities laws relating to the issuance of such shares; provided, however, PMW agrees to file any such required documentation and issue a treasury order to its transfer agent for such shares within ten (10) business days after the execution of this Agreement by all parties. Xxxxxxx acknowledges and agrees that his receipt of the PMW common stock and payment provided under this Agreement constitutes complete and full satisfaction of all PMW obligations under the July 2005 Note, and except for the obligations of PMW in this Agreement, PMW shall have no further obligations to Xxxxxxx whatsoever.
AutoNDA by SimpleDocs

Related to Conversion of Promissory Note; Satisfaction of All Obligations

  • Repayment of Obligations On or before the IPO Closing ------------------------ Date, each of the Stockholders shall repay the entire unpaid amount of all notes, advances and other payment obligations owed by such Stockholder to the Company.

  • Performance of Obligations under Loan Documents The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

  • Reaffirmation of Loan Documents and Liens Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

  • Events of Default Rights and Remedies Section 7.1 Events of Default.

  • Secured Promissory Notes The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

  • Relation to Other Security Documents The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

  • Conditions Precedent and Secured Party’s Rights and Remedies The following Termination Events will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): With respect to Party A: any Additional Termination Event with respect to which Party A is the sole Affected Party. With respect to Party B: None.

  • Failure to Pledge Collateral In the event that the applicable Fund shall fail: (a) to pay, on behalf of the applicable Portfolio, the Overdraft Obligation described in such Written Notice; (b) to deliver to the Custodian a Pledge Certificate pursuant to Section 2; or (c) to identify substitute securities pursuant to Section 6 upon the sale or maturity of any securities identified as Collateral, the Custodian may, by Written Notice to the applicable Fund specify Collateral which shall secure the applicable Overdraft Obligation. Such Fund, on behalf of any applicable Portfolio, hereby pledges, assigns and grants to the Custodian a first priority security interest in any and all Collateral specified in such Written Notice; provided that such pledge, assignment and grant of security shall be deemed to be effective only upon receipt by the applicable Fund of such Written Notice.

  • SUBORDINATION OF NOTES Section 11.01.

  • Default under Loan Documents A default under any of the other Loan Documents, all of which covenants, conditions and agreements contained therein are hereby incorporated in this Agreement by express reference, shall be and constitute an Event of Default under this Agreement and any other of the Obligations.

Time is Money Join Law Insider Premium to draft better contracts faster.