Advance Notes Clause Samples

The Advance Notes clause outlines the terms under which a company issues promissory notes to investors in exchange for immediate funding, with the promise that these notes will convert into equity at a future financing event. Typically, this clause specifies the interest rate, maturity date, and the conversion mechanism, such as a discount or valuation cap, that determines how the notes convert into shares. Its core function is to provide a flexible and efficient way for startups to raise capital quickly before a formal equity round, while giving investors a structured path to future ownership.
Advance Notes. (a) All Advances made by CRC and each Secondary Lender to the Borrower shall be evidenced by separate Advance Notes, with appropriate insertions, which shall (i) be payable to the order of CRC and each Secondary Lender and provide for the payment of the unpaid principal amount of the Advances evidenced thereby on the Maturity Date for such Advances, and (ii) require that the Borrower pay Yield on the outstanding principal amount as provided in Section 2.06 hereof. The date and principal amount of each Advance and of each repayment of principal thereon shall be recorded by CRC or the Secondary Lenders, as the case may be, or their designee on Schedule I attached to CRC's or such Secondary Lender's Advance Note and the aggregate unpaid principal amount shown on such schedules shall be rebuttable presumptive evidence of the principal amount owing and unpaid on the Advances. The failure to record or any error in recording any such amount on such schedule shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under any Advance Note to repay the principal amount of the Advances together with all Yield thereon. (b) The Borrower agrees that upon any Eligible Assignee becoming a Secondary Lender hereunder in accordance with Section 9.06, it shall, promptly upon the request of the Agent, execute and deliver an Advance Note payable to the order of such Secondary Lender and otherwise appropriately completed.
Advance Notes. Subject to the terms and conditions of this Agreement, each Investor that holds an Advance Note (an “Advance Note Investor”) agrees, effective upon the Initial Closing, that (i) each Advance Note shall be automatically deemed to be exchanged for a Note, with the principal balance of the Advance Note plus all accrued interest thereunder being credited towards such Investor’s Purchase Price on a dollar-for-dollar basis, which shall constitute full and complete satisfaction of all obligations of Target and Company, if any, under such Advance Note notwithstanding anything to the contrary set forth in such Advance Note, (ii) the Advance Note held by each Advance Note Investor shall be cancelled and terminated as of the Initial Closing and all obligations of Target and Company, if any, under the Advance Notes shall be satisfied in full, and (iii) to the extent there are any conflicts or disagreements with the terms hereof, the terms set forth in this Agreement shall control and govern the exchange and cancellation of the Advance Notes. It will be a condition of the receipt of the Note to be issued to each Advance Note Investor in exchange for the applicable Advance Note that such Advance Note Investor execute and deliver this Agreement and the Transaction Documents (as defined below). Notwithstanding the foregoing or anything to the contrary contained herein, the cancellation, release and extinguishment of each Advance Note shall be effective upon the Initial Closing whether or not such Advance Note is actually delivered to or marked cancelled by Target or the Company, as applicable. In the event that an Advance Note Investor is purchasing a Note with a principal balance in excess of the principal balance plus accrued interest of such Advance Note Investor’s Advance Note, the Schedule of Investors will list such Investor’s name only a single time, and the cash amount that such Investor shall be required to pay at the Initial Closing shall be the total Purchase Price for the Note listed opposite such Investor’s name, less the total principal amount of plus accrued interest under the Advance Note exchanged by such Investor (as listed on the Schedule of Investors, under the “Advance Investors” header, opposite such Investor’s name).
Advance Notes. Each Loan Advance shall be evidenced by a separate non-revolving

Related to Advance Notes

  • Revolving Notes The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Commitment Percentage of the Revolving Committed Amount and in substantially the form of Exhibit 2.1(e).

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Guidance notes The number of the clause which requires the data is shown in the left hand column for each statement however other clauses may also use the same data

  • Subsequent Advances The obligation of Lender to fund the ------------------- subsequent Advances on the date of any Advance is subject to the fulfillment, on or prior to such date, of each of the following conditions: (a) An Event of Default (as herein defined) shall not have occurred and be continuing; (b) Borrower shall have delivered a Closing Certificate (in a form acceptable to Lender), executed by Borrower; and (c) Borrower shall have delivered to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrower. 4. The obligations of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the indebtedness evidenced by the Notes, including, without limitation, principal and any and all interest accrued or to accrue thereon, (b) the obligations of Borrower to Lender pursuant to the Notes, the Loan Agreement and any and all other instruments, documents and/or agreements now or hereafter further evidencing, securing or otherwise related to the indebtedness evidenced by the Notes (collectively the "Loan Documents") and (c) any and all other indebtedness and other obligations of Borrower to Lender, direct or contingent (including but not limited to obligations incurred as indorser, guarantor or surety), however evidenced or denominated, and however and whenever incurred, including but not limited to indebtedness incurred pursuant to any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations"). (b) Each of the New Subsidiaries agree to be a party to and subject to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property and any and all proceeds and products thereto and accessions thereto:

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial ▇▇▇▇ of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial ▇▇▇▇ of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial ▇▇▇▇ of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.