Grouped Into 167 Collections of Similar Clauses From Business Contracts
This page contains Payments clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Payments. Any amount payable to you pursuant to this Agreement will be paid to you by the legal entity that is a member of the Company Group and that is classified by the Company Group as your employer (the "Employer") as soon as practicable after the end of the Performance Period but no later than March 15 of the calendar year in which the Performance Period ends (the "Payment Date").
Payments. Any amount payable to you pursuant to this Agreement will be paid to you by the legal entity that is a member of the Company Group and that is classified by the Company Group as your employer (the "Employer") (or the Company, if applicable) as soon as practicable after the end of the Performance Period but no later than March 15 of the calendar year following the fiscal year in which the Performance Period ends (the "Payment Date").
Payments. a. Equity. Upon execution of this Agreement, LICENSEE shall issue to KGI shares of its Common Stock representing [***] of the Founders Stock. For purposes of this Agreement, "Founders Stock" shall mean any and all shares of Common Stock (or securities exercisable for Common Stock) issued or issuable to KGI, [***] prior to the Qualified Financing (which represents all the individuals and entities to whom the Company has committed to issue securities as of November 12, 2002). Such shares shall be ...issued pursuant to a Common Stock Purchase Agreement on terms mutually agreeable to KGI and LICENSEE. b. Annual License Fee. LICENSEE shall pay KGI a non-refundable annual license fee of [***] dollars ($[***]) commencing on the [***] of the Effective Date and each [***] thereafter during the term of the Agreement. c. [***] Fees. LICENSEE agrees to reimburse KGI for the services described in Exhibit B and performed under the Research Program in amounts equal to [***] -4- [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [***] and to make payment of such reimbursements on or before the later of (i) [***] following receipt of an invoice from KGI detailing the services performed and the reimbursement owed or (ii) [***] following the closing of a Qualified Financing.View More
Payments. a. Equity. Upon execution of this Agreement, LICENSEE shall issue to KGI shares of its Common Stock representing [***] of the Founders Stock. [***]. For purposes of this Agreement, "Founders Stock" "[***]" shall mean any [***] and all shares of Common Stock (or securities exercisable for Common Stock) issued or issuable to KGI, [***] prior to the Qualified Financing (which represents all the individuals and entities to whom the Company has committed to issue securities as of November 12, 2002)....[***]. Such shares shall be issued pursuant to a Common Stock Purchase Agreement on terms mutually agreeable to KGI and LICENSEE. b. Annual [***] License Fee. LICENSEE shall pay KGI a non-refundable annual [***] license fee of [***] dollars ($[***]) commencing on the [***] of the Effective Date and each [***] thereafter during the term of the Agreement. c. [***] Fees. LICENSEE agrees to reimburse KGI for the services described in Exhibit B and performed under the Research Program in amounts equal to [***] -4- [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [***] and to make payment of such reimbursements on or before the later of (i) [***] following receipt of an invoice from KGI detailing the services performed and the reimbursement owed [***] or (ii) [***] following the closing of a Qualified Financing. View More
Payments. (a) The full face amount ($75,000.00) of this Note shall be due on August 11, 2014 or such later date as is agreed to in writing by the Payee (the "Maturity Date"), unless due earlier in accordance with the terms of this Note. (b) All overdue unpaid principal to be paid hereunder shall entail a late fee at the rate of 22% per annum (or such lower maximum amount of interest permitted to be charged under applicable law) which will accrue daily, from the date such principal is due hereunder through... and including the date of payment. (c) Absent the occurrence of an Event of Default (unless such Event of Default is waived in writing by the Payee), the Maker may prepay this Note for a net payment of $75,000.00 at any time prior to May 11, 2014. If the $75,000.00 is not pre-paid by May 11, 2014, seller has the right to refuse any further payments and choose to convert this note when it has matures 180 days after payment of this $50,000.00.View More
Payments. (a) The full face amount ($75,000.00) of this Note shall be due on August 11, September 25, 2014 or such later date as is agreed to in writing by the Payee (the "Maturity Date"), unless due earlier in accordance with the terms of this Note. (b) All overdue unpaid principal to be paid hereunder shall entail a late fee at the rate of 22% per annum (or such lower maximum amount of interest permitted to be charged under applicable law) which will accrue daily, from the date such principal is due her...eunder through and including the date of payment. (c) Absent the occurrence of an Event of Default (unless such Event of Default is waived in writing by the Payee), the Maker may prepay this Note for a net payment of $75,000.00 at any time prior to May 11, June 25, 2014. If the $75,000.00 is not pre-paid by May 11, June 25, 2014, seller has the right to refuse any further payments and choose to convert this note when it has matures 180 days after payment of this $50,000.00. View More
Payments. (a) Interest will accrue on the outstanding principal balance of this Note at the Fixed Interest Rate, subject to the provisions of Section 8 of this Note. (b) Interest under this Note will be computed, payable and allocated on the basis of an actual/360 interest calculation schedule (interest is payable for the actual number of days in each month, and each month's interest is calculated by multiplying the unpaid principal amount of this Note as of the first day of the month for which interest i...s being calculated by the Fixed Interest Rate, dividing the product by 360, and multiplying the quotient by the number of days in the month for which interest is being calculated). The portion of the monthly installment of principal and interest under this Note attributable to principal and the portion attributable to interest will vary based upon the number of days in the month for which such installment is paid. Each monthly payment of principal and interest will first be applied to pay in full interest due, and the balance of the monthly installment payment paid by Borrower will be credited to principal. (c) Unless disbursement of principal is made by Lender to Borrower on the first day of a calendar month, interest for the period beginning on the date of disbursement and ending on and including the last day of such calendar month will be payable by Borrower simultaneously with the execution of this Note. If disbursement of principal is made by Lender to Borrower on the first day of a calendar month, then no payment will be due from Borrower at the time of the execution of this Note. The Installment Due Date for the first monthly installment payment under Multifamily Multistate Fixed Rate Note (CME) Defeasance Page 3 Section 3(d) of interest-only or principal and interest, as applicable, will be the First Installment Due Date set forth in Section 1(a) of this Note. Except as provided in this Section 3(c), Section 10 and in Section 11, accrued interest will be payable in arrears. (d) (i) Beginning on the First Installment Due Date, and continuing until and including the Installment Due Date immediately prior to the First Principal and Interest Installment Due Date, accrued interest-only will be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of each monthly installment of interest-only payable pursuant to this Section 3(d)(i) on an Installment Due Date will vary, and will equal $1,057.36222 multiplied by the number of days in the month prior to the Installment Due Date. (ii) Beginning on the First Principal and Interest Installment Due Date, and continuing until and including the monthly installment due on the Maturity Date, principal and accrued interest will be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of the monthly installment of principal and interest payable pursuant to this Section 3(d)(ii) on an Installment Due Date will be $43,227.33. (e) All remaining Indebtedness, including all principal and interest, will be due and payable by Borrower on the Maturity Date. (f) All payments under this Note must be made in immediately available U.S. funds. (g) Any regularly scheduled monthly installment of interest-only or principal and interest payable pursuant to this Section 3 that is received by Lender before the date it is due will be deemed to have been received on the due date for the purpose of calculating interest due. (h) Any accrued interest remaining past due for 30 days or more, at Lender's discretion, may be added to and become part of the unpaid principal balance of this Note and any reference to "accrued interest" will refer to accrued interest which has not become part of the unpaid principal balance. Any amount added to principal pursuant to the Loan Documents will bear interest at the applicable rate or rates specified in this Note and will be payable with such interest upon demand by Lender and absent such demand, as provided in this Note for the payment of principal and interest.View More
Payments. (a) Interest will accrue on the outstanding principal balance of this Note at the Fixed Adjustable Interest Rate, subject to the provisions of Section 8 of this Note. (b) Interest under this Note will shall be computed, payable and allocated on the basis of an actual/360 interest calculation schedule (interest is payable for the actual number of days in each month, and each month's interest is calculated by multiplying the unpaid principal amount of this Note as of the first day of the month for... which interest is being calculated by the Fixed Interest Rate, dividing the product by 360, and multiplying the quotient by the number of days in the month for which interest is being calculated). The portion of the monthly installment of principal and interest under this Note attributable to principal and the portion attributable to interest will vary based upon the number of days in the month for which such installment is paid. schedule. Each monthly payment of principal and interest will first be applied to pay in full interest due, and the balance of the monthly installment payment paid by Borrower will be credited to principal. (c) Unless disbursement of principal is made by Lender to Borrower on the first day of a calendar month, interest for the period beginning on the date of disbursement and ending on and including the last day of such calendar month will be payable by Borrower simultaneously with the execution of this Note. If disbursement of principal is made by Lender to Borrower on the first day of a calendar month, then no payment will be due from Borrower at the time of the execution of this Note. The Installment Due Date for the first monthly installment payment under Multifamily Multistate Fixed Rate Note (CME) Defeasance Page 3 Section 3(d) of interest-only interest only or principal and interest, as applicable, will be the First Installment Due Date set forth in Section 1(a) of this Note. Date. Except as provided in this Section 3(c), Section 10 and in Section 11, 10, accrued interest will be payable in arrears. 48128840_4 Page 2 (d) (i) Beginning on the First Installment Due Date, and continuing until and including the Installment Due Date immediately prior to the First Principal and Interest Installment Due Date, accrued interest-only will be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of each monthly installment of interest-only payable pursuant to this Section 3(d)(i) on an Installment Due Date will vary, and will equal $1,057.36222 multiplied by the number of days in the month prior to the Installment Due Date. (ii) Beginning on the First Principal and Interest Installment Due Date, and continuing until and including the monthly installment due on the Maturity Date, principal and accrued interest will only shall be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month. The amount of the monthly installment of principal and interest only payable pursuant to this Section 3(d)(ii) 3(d) on an Installment Due Date will be $43,227.33. shall equal the product of (i) annual interest on the unpaid principal balance of each Base Rate Borrowing Tranche and Prime Rate Borrowing Tranche outstanding from time to time during the Interest Period immediately preceding the Installment Due Date at the Adjustable Interest Rate in effect for such Interest Period, divided by 360, multiplied by (ii) the number of days in such Interest Period. (e) All remaining Indebtedness, including all principal and interest, will shall be due and payable by Borrower on the Maturity Date. (f) Lender shall provide Borrower with Notice, given in the manner specified in the Credit Agreement, of the amount of each monthly installment due under this Note. However, if Lender has not provided Borrower with prior notice of the monthly payment due on any Installment Due Date, then Borrower shall pay on that Installment Due Date an amount equal to the monthly installment payment for which Borrower last received notice. If Lender at any time determines that Borrower has paid one (1) or more monthly installments in an incorrect amount because of the operation of the preceding sentence, or because Lender has miscalculated the Adjustable Interest Rate or has otherwise miscalculated the amount of any monthly installment, then Lender shall give notice to Borrower of such determination. If such determination discloses that Borrower has paid less than the full amount due for the period for which the determination was made, Borrower, within thirty (30) calendar days after receipt of the notice from Lender, shall pay to Lender the full amount of the deficiency. If such determination discloses that Borrower has paid more than the full amount due for the period for which the determination was made, then the amount of the overpayment shall be credited to the next installment(s) of interest only or principal and interest, as applicable, due under this Note (or, if an Event of Default has occurred and is continuing, such overpayment shall be credited against any amount owing by Borrower to Lender). (g) All payments under this Note must shall be made in immediately available U.S. funds. (g) (h) Any regularly scheduled monthly installment of interest-only interest only or principal and interest payable pursuant to this Section 3 that is received by Lender before the date it is due will shall be deemed to have been received on the due date for the purpose of calculating interest due. (h) (i) Any accrued interest remaining past due for 30 thirty (30) days or more, at Lender's discretion, may be added to and become part of the unpaid principal balance of this Note and any reference to "accrued interest" will in this Note shall refer to accrued interest which has not become part of the unpaid principal balance. balance (unless otherwise noted). Any amount added to principal pursuant to the Loan Documents will shall bear interest at the applicable rate or rates specified in this Note and will shall be payable with such interest upon demand by Lender and absent such demand, as provided in this Note for the payment of principal and interest. 48128840_4 Page 3 (j) In accordance with Section 14, interest charged under this Note cannot exceed the Maximum Interest Rate. If the Adjustable Interest Rate at any time exceeds the Maximum Interest Rate, resulting in the charging of interest hereunder to be limited to the Maximum Interest Rate, then any subsequent reduction in the Adjustable Interest Rate shall not reduce the rate at which interest under this Note accrues below the Maximum Interest Rate until the total amount of interest accrued hereunder equals the amount of interest which would have accrued had the Adjustable Interest Rate at all times been in effect. View More
Payments. Subject to the provisions of Sections 5 and 6 of this Agreement, following the end of the Performance Period, Employee shall be entitled to receive the payment of an amount not exceeding the maximum value of the Performance Award, based on the achievement of the Performance Criteria set forth in Exhibit 1 for such Performance Period, as determined and certified in writing by the Committee. Payment of the Performance Award may be made in a lump sum in Dynegy Common Stock and shall be made not ear...lier than January 22, 2017 and not later than March 15, 2017 or such other time as complies with Code Section 409A.View More
Payments. Subject to the provisions of Sections 5 and 6 of this Agreement, following the end of the Performance Period, Employee shall be entitled to receive the payment of an amount not exceeding the maximum value of the Performance Award, based on the achievement of the Performance Criteria set forth in Exhibit 1 for such Performance Period, as determined and certified in writing by the Committee. Payment of the Performance Award may be made in a lump sum in Dynegy Common Stock and shall be made not ear...lier than January 22, 2017 1, 2016 and not later than March 15, 2017 2016 or such other time as complies with Code Section 409A. View More
Payments. (a) Payments of the principal of and interest on this Debenture shall be made in lawful money of the United States of America at the current address of the registered holder of this Debenture as recorded in the Company's books. (b) Interest accruing on the outstanding principal balance of this Debenture during the term of this Debenture shall be paid at the Maturity Date, which shall be September 30, 2015. Upon the occurrence of any Event of Default (as such term is defined hereinafter) and acce...leration of the indebtedness hereunder, or after the Maturity Date (including without limitation any time from and after the entry of a judgment for sums due), any unpaid principal of this Indenture shall bear interest at the rate of eighteen percent (18%) per annum until paid. There shall be a 10 day grace period for payments to be made hereunder (but interest shall be computed to the actual date of payment). 1 (c) The outstanding principal balance of this Debenture, together with all accrued but unpaid interest thereon, may be prepaid, at the Company's option at any time prior to the Maturity Date, provided that the Company shall give written notice of any such prepayment to the registered holder of this Debenture no later than ten (10) days prior to the date filed for prepayment (the "Prepayment Date"). Upon the Prepayment Date the Company shall pay a prepayment penalty on the outstanding principal balance plus all accrued and unpaid interest thereon and any applicable fees and expenses. (the "Prepayment Penalty"). Upon the Prepayment Date the Company shall pay a prepayment penalty based upon the following schedule: If prepayment is made within 60 days from the date of this debenture then 125% of the outstanding principal balance plus all accrued and unpaid interest thereon, if prepayment is made between 61-120 days from the date of this debenture then 135% of the outstanding principal balance plus all accrued and unpaid interest thereon, if prepayment is made between 121 days from the date of this debenture and the maturity date then 150% of the outstanding principal balance plus all accrued and unpaid interest thereon, (the "Prepayment").View More
Payments. (a) Payments of the principal of and interest on this Debenture shall be made in lawful money of the United States of America at the current address of the registered holder of this Debenture as recorded in the Company's books. Payments shall be made by mandatory conversion, unless this Debenture is prepaid at the Company's option in accordance with Section 1(c) or unless there is a default in accordance with Section 5(b). (b) Interest accruing on the outstanding principal balance of this Debent...ure during the term of this Debenture shall be paid at the Maturity Date, which shall be September 30, 2015. Upon the occurrence of any Event of Default (as such term is defined hereinafter) and acceleration of the indebtedness hereunder, or after the Maturity Date (including without limitation any time from and after the entry of a judgment for sums due), any unpaid principal of this Indenture Debenture shall bear interest at the rate of eighteen percent (18%) per annum until paid. There shall be a 10 day grace period for payments to be made hereunder (but interest shall be computed to the actual date of payment). 1 (c) The outstanding principal balance of this Debenture, together with all accrued but unpaid interest thereon, may be prepaid, at the Company's option at any time prior to the Maturity Date, provided that the Company shall give written notice of any such prepayment to the registered holder of this Debenture no later than ten (10) business days prior to the date filed for the Company intends to make a prepayment (the "Prepayment Date"). Such amount must be paid in cash on or before the next business day following the expiration of the 10 business day notice period. Notwithstanding the Company's notification of prepayment, the Lender may still convert any remaining balance of this Debenture pursuant to its terms until full prepayment has occurred. Upon the Prepayment Date the Company shall pay a prepayment penalty on the outstanding principal balance plus all accrued and unpaid interest thereon and any applicable fees and expenses. expenses (the "Prepayment Penalty"). Upon the Prepayment Date the Company shall pay a prepayment penalty based upon the following schedule: If prepayment is made within 60 days from the date of this debenture Debenture then 125% of the outstanding principal balance plus all accrued and unpaid interest thereon, thereon will be due, if prepayment is made between 61-120 days from the date of this debenture Debenture then 135% of the outstanding principal balance plus all accrued and unpaid interest thereon, thereon will be due, if prepayment is made between 121 days from the date of this debenture Debenture and the maturity date then 150% of the outstanding principal balance plus all accrued and unpaid interest thereon, thereon will be due (the "Prepayment"). 1 2. REGISTRATION AND TRANSFER. (a) The Company shall maintain at its principal executive offices a register for this Debenture, in which the Company shall record the name and address of the person in whose name this Debenture has been issued and the name and address of each transferee and prior owner thereof. The Company may deem and treat the person in whose name this Debenture is so registered as the holder and owner thereof for all purposes and all notices hereunder to the registered holder may be to the address indicated on such register. (b) This Debenture may be transferred only by the surrendering thereof for registration of transfer duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder. The Company may condition its registration of such transfer upon (a) the opinion of counsel reasonably acceptable to the Company that the transfer of this Debenture does not violate the Act or any state securities or blue sky laws, and (b) the payment to it of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of such transfer. View More
Payments. This Note shall be payable as follows: (a) This Note shall be payable as follows: Eighteen (18) monthly payments of interest only on the principal balance then-outstanding, due and payable on the 1st day of each month, beginning on December 16, 2014, six (6) months from the date hereof (the "Effective Date"). The interest accruing in the first six (6) months shall be tolled and payable at Maturity Date; and 1 (b) The outstanding principal amount of this Note, together with all accrued but unpaid... interest due hereunder, shall be due and payable on June 16, 2016, unless mutually extended by the parties in writing, not to exceed five (5) years from the Effective Date (the "Maturity Date"). Payment of the principal and of interest on this Note is to be made at the offices of Lender or such other place as Lender shall designate in writing to the Company.View More
Payments. This Note shall be payable as follows: (a) This Note shall be payable as follows: Eighteen (18) monthly payments of interest only on the principal balance then-outstanding, due and payable on the 1st day of each month, beginning on December 16, November 8, 2014, six (6) months from the date hereof (the "Effective Date"). The interest accruing in the first six (6) months shall be tolled and payable at Maturity Date; and 1 (b) The outstanding principal amount of this Note, together with all accrue...d but unpaid interest due hereunder, shall be due and payable on June 16, May 8, 2016, unless mutually extended by the parties in writing, not to exceed five (5) years from the Effective Date (the "Maturity Date"). Payment of the principal and of interest on this Note is to be made at the offices of Lender or such other place as Lender shall designate in writing to the Company. View More
Payments. Borrower shall make payments of principal and interest to Lender in One Hundred Eighty (180) equal monthly amounts of Nine Thousand Eighty-Nine and No/100ths Dollars ($9,089.00)payable on the first day of each month, commencing with the first day of July, 2005 ("First Payment Date"), together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be f...inally due and payable on the first day of June, 2020, which is the maturity date of this Note ("Maturity Date"). Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.View More
Payments. Borrower shall make payments of principal and interest to Lender in One Hundred Eighty (180) equal monthly amounts of Nine Eight Thousand Eighty-Nine Five Hundred Thirty-Two and No/100ths Dollars ($9,089.00)payable No/lOOthsDollars ($8,532.00) payable on the first day of each month, commencing with the first day of July, 2005 ("First Payment Date"), together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, e...xcept that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of June, 2020, which is the maturity date of this Note ("Maturity (‘~Maturity Date"). Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder. View More
Payments. 3.1 Interest. Interest hereon shall be due and payable in arrears on the first day of each calendar month following the date hereof. Each monthly installment shall include all then accrued and unpaid interest. 3.2 Maturity Date. The entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon and all other amounts payable hereunder or under any of the other Loan Documents, shall be due and payable, if not sooner paid, on May 4, 2018 a date which is thirty-si...x (36) months after the date of this Note, or an earlier date as a result of a maturity, whether by acceleration or otherwise, pursuant to the terms of the Loan Documents (the "Maturity Date"). 3.3 Voluntary Principal Prepayment. The principal amount of the Loan is prepayable in whole or in part at any time, without premium or penalty. Principal amounts repaid under this Note may not be re-borrowed. Upon any voluntary partial prepayment of principal outstanding under this Note, Payee shall return Collateral Securities to Maker in the amount necessary, if any, to cause the LTV Ratio as of the date of such prepayment to be not less than the Maximum Ratio. Upon Maker's receipt of any such returned Collateral Securities, Maker shall cause all such Collateral Securities to be cancelled. Upon a full payment of the principal outstanding under this Note, Payee shall return all Collateral Securities to Maker, and Maker shall cause all returned Collateral Securities to be cancelled. 3.4 Commitment Fee. Maker shall pay to Payee, on or before the date hereof, a commitment fee in the amount of three percent (3%) of the original principal amount of the Loan (i.e. Sixty Thousand and 00/100 Dollars ($60,000.00)). This fee has been fully earned by Payee as of the date hereof. 3.5 Conversion. Prior to the Maturity Date, Payee shall have the option to convert all or a portion of the outstanding principal under this Note into common stock of Maker (each a "Conversion") at a price per share equal to the greater of (the "Conversion Price"): (A) One and 58/100 Dollars ($1.58) or (B) seventy percent (70%) of the average daily price for the common stock of Maker as measured over the course of the sixty (60) day period prior to Payee's election to make such Conversion; provided that prior to the date upon which the common stock of the Maker begins trading, the conversion price shall be One and 58/100 Dollars ($1.58) . Upon Payee's election to make a Conversion, Payee shall credit the principal amount of the Note which is converted against the outstanding principal balance of the Loan dollar-for-dollar. Upon any Conversion, Payee shall return Collateral Securities to Maker in the amount necessary, if any, to cause the LTV Ratio as of the date of such Conversion to be not less than the Maximum Ratio. Upon Maker's receipt of any such returned Collateral Securities, Maker shall cause all such Collateral Securities to be cancelled. Maker and Payee acknowledge and agree that any reduction of the outstanding principal under this Note pursuant to any Conversion shall be a dollar-for-dollar repayment of such principal indebtedness for value given and shall not be a cancellation, forgiveness, or other termination of such principal indebtedness, in whole or in part.View More
Payments. 3.1 Interest. Interest hereon shall be due and payable in arrears on the first day of each calendar month following the date hereof. Each monthly installment shall include all then accrued and unpaid interest. 3.2 Maturity Date. The entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon and all other amounts payable hereunder or under any of the other Loan Documents, shall be due and payable, if not sooner paid, on May 4, 2018 a date which is thirty-si...x (36) months after the date of this Note, December 31, 2019 or an earlier date as a result of a maturity, whether by acceleration or otherwise, pursuant to the terms of the Loan Documents (the "Maturity Date"). 3.3 Voluntary Principal Prepayment. The principal amount of the Loan is prepayable in whole or in part at any time, without premium or penalty. Principal amounts repaid under this Note may not be re-borrowed. Upon any voluntary partial prepayment of principal outstanding under this Note, Payee shall return Securities Collateral Securities to Maker in the amount necessary, if any, to cause the LTV Ratio as of the date of such prepayment to be not less than the Maximum Ratio. Upon Maker's receipt of any such returned Collateral Securities, Securities Collateral, Maker shall cause all such Securities Collateral Securities to be cancelled. Upon a full payment of the principal outstanding under this Note, Payee shall return all Securities Collateral Securities to Maker, and Maker shall cause all returned Securities Collateral Securities to be cancelled. -5- 3.4 Commitment Fee. Maker Mandatory Principal Prepayment. Upon the occurrence of any Change in Control, all outstanding principal and accrued but unpaid interest under this Note shall pay to be due and payable and, at the election of Payee, on shall be (i) paid in cash by the Maker, or before the date hereof, a commitment fee in the amount of three percent (3%) (ii) converted into shares of the original principal amount common stock of the Loan (i.e. Sixty Thousand and 00/100 Dollars ($60,000.00)). This fee has been fully earned by Payee as of the date hereof. Maker at a price per share equal to One Dollar ($1.00) (the "Conversion Price"). 3.5 Conversion. Prior to the Maturity Date, Payee shall have the option to convert all or a portion of the outstanding principal under this Note into common stock of Maker (each a "Conversion") at the Conversion Price. The Conversion Price and the number of shares issuable upon a price per share equal to the greater of (the "Conversion Price"): (A) One and 58/100 Dollars ($1.58) or (B) seventy percent (70%) of the average daily price for the common stock of Maker as measured over the course of the sixty (60) day period prior to Payee's election to make such Conversion; provided that prior to the date upon which the common stock of the Maker begins trading, the conversion price Conversion shall be One subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and 58/100 Dollars ($1.58) . etc. Upon Payee's election to make a Conversion, Payee shall credit the principal amount of the Note which is converted against the outstanding principal balance of the Loan dollar-for-dollar. Upon any Conversion, Payee shall return Securities Collateral Securities to Maker in the amount necessary, if any, to cause the LTV Ratio as of the date of such Conversion to be not less than the Maximum Ratio. Upon Maker's receipt of any such returned Collateral Securities, Securities Collateral, Maker shall cause all such Securities Collateral Securities to be cancelled. Maker and Payee acknowledge and agree that any reduction of the outstanding principal under this Note pursuant to any Conversion shall be a dollar-for-dollar repayment of such principal indebtedness for value given and shall not be a cancellation, forgiveness, or other termination of such principal indebtedness, in whole or in part. View More
Payments. (a) Interest. Accrued interest on this Note shall be payable at maturity. (b) Voluntary Prepayment. Upon ten (10) days prior written notice to Investor (any such notice, a "Prepayment Notice"), the Company may prepay this Note in whole or in part, provided that (i) any prepayment of this Note may only be made in connection with the prepayment of all Notes on a pro rata basis, based on the respective aggregate outstanding principal amounts of each such Note and (ii) any such prepayment will be ap...plied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note. (c) Mandatory Prepayment. In the event of a Change of Control, the outstanding principal amount of this Note, plus all accrued and unpaid interest, in each case that has not otherwise been converted into equity securities pursuant to Section 4, shall be due and payable immediately prior to the closing of such Change of Control.View More
Payments. (a) Interest. Accrued interest on this Note shall be payable at maturity. (b) Voluntary Prepayment. Upon ten (10) days prior written notice to Investor (any such notice, a "Prepayment Notice"), the Company This Note may prepay this Note be prepaid, in whole or in part, provided that (i) at any time without penalty. Any permitted prepayment of this Note may only be made in connection with the prepayment of all Notes on a pro rata basis, based on the respective aggregate outstanding principal amou...nts of each such Note the Note, and (ii) any such prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note. Any partial payment of principal of this Note shall be documented by appropriate amending and updating of the Schedule of Amounts Drawn. (c) Mandatory Prepayment. In the event of a Change of Control, the The outstanding principal amount of this Note, plus all accrued and unpaid interest, in each case that has not otherwise been converted into equity securities pursuant to Section 4, shall be due and payable in the event of a Change of Control, immediately prior to the closing of such Change of Control. For clarity, the amounts due pursuant to this Section 1(c) shall be paid prior to the payment of any amounts (i) under any management retention plan or similar plan of the Company, or (ii) to holders of outstanding equity of the Company in their capacity as such. View More