Transfer of the Note Clause Samples
The "Transfer of the Note" clause defines the conditions and procedures under which a promissory note or similar debt instrument can be assigned or transferred from one party to another. Typically, this clause outlines any restrictions on transfer, such as requiring the consent of the issuer or specifying that transfers must be in writing and properly recorded. For example, it may state that the note cannot be transferred to a third party without prior written approval from the borrower. The core function of this clause is to control and document the transferability of the note, thereby protecting the interests of both the issuer and the holder and ensuring that all parties are aware of who holds the rights and obligations under the note at any given time.
Transfer of the Note. The Note may not be sold, assigned, pledged or hypothecated by the Lender without the prior written consent of the Borrower, which consent shall not be unreasonably withheld.
Transfer of the Note. The borrowers hereby waive any notice of the transfer of this Note by the Lender or by any subsequent holder of this Note, agree to remain bound by the terms of this Note subsequent to any transfer, and agree that the terms of this Note may be fully enforced by any subsequent holder of this Note.
Transfer of the Note. All transfers of the Note shall be upon the basis of a private placement and each proposed transferee registered owner shall furnish the Registrar with assurances in form satisfactory to the Registrar that such Note is being purchased for investment purposes only, without a view to redistribution and upon the independent credit judgment and investigation of the proposed transferee.
Transfer of the Note. If the Note issued hereunder is to be transferred in accordance with the terms thereof and with applicable securities laws, the holder thereof shall surrender the Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the holder of the Note a new Note (in accordance with Section 5.7(c)), registered as the holder of such Note may request, representing the outstanding Principal Amount (as defined in such Note) being transferred by the Holder and, if less than the entire outstanding Principal Amount is being transferred, a new Note (in accordance with Section 5.7(c)) to the holder of the Note representing the outstanding Principal Amount not being transferred.
Transfer of the Note. The Purchaser has advised the Company that the Purchaser requires additional time to consider various tax and legal structures to create an appropriate corporate vehicle to hold the Note (and, as the case may be, the Conversion Shares). Accordingly, the Purchaser may assign the Note to an entity that is controlled by the Purchaser, provided the Purchaser and such entity enter into an Assignment in the form attached as Exhibit C.
Transfer of the Note. This Note, nor any participation therein or right to acquire the same, may be sold or transferred, or assigned without the consent of the Borrower.
Transfer of the Note. 9.1 Successors and Assigns in General. This Agreement shall be binding upon and, subject to Section 9.2, inure to the benefit of the parties hereto and their respective successors and assigns, except that Borrower may not, except as contemplated by the Acquisition and other Related Transactions, assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Lender. Lender shall give Borrower prompt written notice of any assignment of or participation in the Obligations. Borrower shall maintain a register, which shall include, without limitation, a record of ownership that identifies each owner of any interest in the Obligations, for registration as to the rights to principal and interest on the Note and shall promptly register any such assignment or participation in the Obligations upon receipt of such notice.
Transfer of the Note. If the Bank shall transfer its Note, it shall immediately advise the Borrower of such transfer and use its reasonable efforts to obtain the Borrower's consent to such transfer; provided, however, that failure on the part of the Bank to obtain such consent shall in no way prevent the Bank from making such transfer; and the Borrower shall be entitled conclusively to assume that no transfer of the Note has been made unless and until the Borrower shall have received written notice to the contrary. Each transferee of the Note shall take such Note subject to the provisions of this Agreement and to any waiver or consent given or other action taken hereunder, before the receipt by the Borrower of written notice of such transfer, by each previous holder of the Note; and, except as expressly otherwise provided in such notice, the Bank and the Borrower shall be entitled conclusively to assume that the transferee named in such notice shall thereafter be vested with all rights and powers under this Agreement of the Bank under the Note.
Transfer of the Note. This Note may be transferred, in whole or in part, at any time or from time to time, by the Lender. The Borrower hereby waives any notice of the transfer of this Note by the Lender or by any subsequent holder of this Note, agrees to remain bound by the terms of this Note subsequent to any transfer, and agrees that the terms of this Note may be fully enforced by any subsequent holder of this Note. If this Note is to be transferred, the Lender shall surrender this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Lender a new Note registered as the Lender may request, representing the outstanding Principal Amount being transferred by the Lender and, if less then the entire outstanding Principal Amount is being transferred, a new Note to the Lender representing the outstanding Principal Amount not being transferred. This Note may not be transferred by the Borrower, by operation of law or otherwise, without the prior written consent of the Lender.
Transfer of the Note. 26 9.1 Successors and Assigns in General.................................26 9.2 Transfer..........................................................26