Issuance of Convertible Note. Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall issue and sell to the Investor a secured convertible promissory note (the “Convertible Note”) in the principal amount of $15,000,000 (the “Principal Amount”), against payment by the Investor to (or to the order of) the Company of the Principal Amount. The Convertible Note shall be in the form of Exhibit A attached hereto.
Issuance of Convertible Note. The Investors shall, within five (5) business days after the date on which the Target Company provides each Investor with the documents that must be provided by the Target Company evidencing that all of the Conditions Precedent to Closing set out in Article 2.1 hereof have been satisfied (other than those which can only be satisfied on the Closing Date or are waived by such Investor in writing) (the “Timelimit for Confirmation of Conditions Precedent to Closing”), provide the Target Company with a written confirmation that all of the Conditions Precedent to Closing set out in Article 2.1 hereof (other than those which can only be satisfied on the Closing Date) have been satisfied or waived by such Investor; provided that if the Investor has justifiable reasons to prove that any of the Conditions Precedent to Closing (other than those which can only be satisfied on the Closing Date) is neither satisfied nor waived, the Investor has the right to serve a written notice to the Company within the Timelimit for Confirmation of Conditions Precedent to Closing to require the Company to provide additional documents reasonably required by the Investor to prove that such Condition Precedent to Closing is satisfied, in which case the Timelimit for Confirmation of Conditions Precedent to Closing shall be extended by up to three (3) days after the date of the Company providing such additional documents. If, within the Timelimit for Confirmation of Conditions Precedent to Closing (or, for the avoidance of doubt, the extended Timelimit for Confirmation of Conditions Precedent to Closing if the timelimit is extended in accordance with the foregoing), the Investor fails to make a written reply to the Company as to whether the Conditions Precedent to Closing (other than those which can only be satisfied on the Closing Date) have been satisfied, the Investor shall be deemed to have confirmed in writing that all Conditions Precedent to Closing (other than those which can only be satisfied on the Closing Date) as set out in Article 2.1 hereof have been satisfied on the expiry date of the Timelimit for Confirmation of Conditions Precedent to Closing (or, for the avoidance of doubt, the extended Timelimit for Confirmation of Conditions Precedent to Closing if the timelimit is extended in accordance with the foregoing). Subject to the terms and conditions of this Agreement, and provided that the Offshore Co-investors have confirmed to the Target Company that the Conditions Precede...
Issuance of Convertible Note. Pursuant to the terms and subject to the conditions set forth in this Agreement, in exchange for the issuance and delivery by the Company to the Investor of the Convertible Note, the execution and delivery by the Company of the Security and Pledge Agreement in the form attached hereto as Exhibit B (the "Security Agreement"), the Registration Rights Agreement in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), the Intercreditor Agreement in the form attached hereto as Exhibit D (the "Intercreditor Agreement") and the execution and delivery by the Granting Subsidiaries (as defined in Section 3.1, below) parties thereto of the Master Subsidiary Guarantee, Security Agreement, Collateral Assignment and Equity Pledge substantially in the form attached as Exhibit E hereto (the "Guarantee and Security Agreement" and, together with this Agreement, the Security Agreement, the Registration Rights Agreement and the Intercreditor Agreement, the "Transaction Documents")), the Investor hereby cancels the Make-Whole Obligation and terminates in all respects the Investment Agreement, without any further liability or obligation of any party thereunder.
Issuance of Convertible Note. A. The Company shall authorize the issuance of a convertible note (the “Note”) to Islandia to be dated July 23, 2009 (the “Issue Date”) and to mature on July 23, 2010 (the “Maturity Date”) in the form attached as Exhibit A hereto, which Note is being issued to Islandia in full and complete satisfaction and settlement of the Dispute, subject to section 5(C), below.
Issuance of Convertible Note. Subject to the terms and conditions of this Agreement, the Company will issue to the Purchaser a note in the principal amount of $3,037,994.40 which is convertible into the Conversion Shares according to the terms and conditions of the Convertible Note attached as EXHIBIT B (the "NOTE").
Issuance of Convertible Note. The parties agree that immediately following stockholder approval of the transactions contemplated hereby, the Company shall execute and deliver the Convertible Note.
Issuance of Convertible Note. The obligation of the Borrower to repay to the Lender the principal of the Loan and interest accrued thereon shall be evidenced by a Convertible Promissory Note (the "Convertible Note") in the principal amount of $_______ executed and delivered by the Borrower and payable to the order of the Lender, in the form attached hereto as Exhibit A.
Issuance of Convertible Note. On the Transaction Closing Date, subject to the conditions set forth in Section 2.4, New Adagio shall issue and deliver to the Investor:
Issuance of Convertible Note. The issuance of the Convertible Note will qualify for an exemption from registration under the Securities Act of 1933 based upon representations of the Shareholders of their qualifications.
Issuance of Convertible Note. Pursuant to the terms and conditions of this Agreement, the Company desires to borrow from MGM, and MGM is willing to lend to the Company, the Loan Amount to be evidenced by the Convertible Note on the Funding Date.
