Additional Note Closing definition
Examples of Additional Note Closing in a sentence
At an Additional Note Closing, the Purchaser shall deliver to the Company (i) the Additional Note Principal by check or wire transfer and (ii) the Investment Representation Statement, duly executed by Purchaser.
Such notice, which may be given be telecopier or email, shall set forth the principal amount of the Additional Note and the date of the Additional Note Closing Date.
The Buyer and each Seller agree to use commercially reasonable efforts to cause each Closing to occur as soon as possible after the date hereof; provided, that each Seller acknowledges and agrees that neither the Buyer’s failure to consummate the Offering nor the failure of an Additional Note Closing to occur shall constitute a breach of the Buyer’s obligations under this Agreement and the Buyer shall not have any liability to any Person as a result of the failure of the Offering to occur for any reason.
The original principal amount of each Monetization Shortfall Additional Note shall reduce by an equal amount the Buyer’s obligation to purchase Additional Notes, beginning with the next scheduled Additional Note Closing Date for an Additional Note under Section 1(b)(iii) and extending to each subsequent Additional Note Closing Date for a Additional Note in chronological order.
At an Additional Note Closing, the Company shall deliver to the Purchaser the Second Note, or the Third Note, as the case may require, and a duly executed Compliance Certificate in substantially the form attached hereto as Exhibit D.
The Company shall pay to Black River at the Additional Note Closing a fee equal to US $125,000.
Subject to the terms and conditions of this Agreement, as of the Additional Note Closing, the Company shall issue and sell to Black River and Black River shall purchase the Additional Note.
Master Note Purchase Agreement specified in the Supplement for such Additional Notes and the applicable funding instructions delivered pursuant to such Supplement in connection with the applicable Additional Note Closing.
The applicable Additional Notes issued at such Additional Note Closing, shall have received an Investment Grade Rating from a Rating Agency.
The Company hereby represents and warrants to each Purchaser that, except as set forth on a Schedule of Exceptions attached to this Agreement which exceptions shall be deemed to be incorporated into these representations and warranties as if made hereunder, the following representations are true and complete as of the date of the Additional Note Closing, except as otherwise indicated.