Issuance of Convertible Note Sample Clauses
The Issuance of Convertible Note clause defines the terms under which a company issues a debt instrument that can later be converted into equity, typically shares of the company. This clause outlines the conditions for issuance, such as the principal amount, interest rate, maturity date, and the specific events or triggers that allow conversion into equity, like a future financing round. Its core function is to provide a flexible financing mechanism for companies, allowing them to raise capital while deferring valuation discussions until a later date, thus facilitating early-stage investment and aligning the interests of investors and the company.
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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. On the Transaction Closing Date, subject to the conditions set forth in Section 2.4, New Adagio shall issue and deliver to the Investor:
(a) the Closing Date Convertible Note in the principal amount of the Investor Convertible Note Commitment, subject to adjustment as set forth in Section 3.1;
(b) a New Adagio Convertible Note in the principal amount of the Bridge Note Principal Amount, subject to adjustment as set forth in Section 3.1, pursuant to Section 2(a) of the Bridge Note (the “Converted Bridge Note”); and
(c) Warrants to purchase 937,500 shares of Common Stock (the “Warrant Shares”), subject to adjustment as set forth in Section 3.2.
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. ▇▇▇▇▇ has full corporate power and authority to issue the Convertible Note as contemplated by this Agreement. Such issuance has been duly authorized by all necessary corporate action and does not violate any applicable law, rule, or regulation or any contract, agreement, or instrument to which Buyer is a party or by which Buyer is bound.
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.
Issuance of Convertible Note. Upon the following terms and conditions, the Company shall issue to the Holder, and the Holder shall acquire from the Company, the Convertible Note.
Issuance of Convertible Note. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Convertible Note in the principal amount of $2,000,000.00.
Issuance of Convertible Note. Subject to the Company having obtained Subsequent Stockholder Approval and Exchange Approval therefor, for a period of 90 days after a Purchaser’s first conversion of Preferred Stock, each Purchaser shall have an option to purchase a convertible note (the “Convertible Note”) in a principal amount up to $4,950,000 for a purchase price of $4,200,000, which Convertible Note shall be convertible into Note Conversion Shares at a conversion price equal to a fifteen percent (15%) discount of the prior Trading Day’s closing market price. The Purchasers, by their respective signatures hereto, hereby agree not to vote more than righty-five percent (85%) of any such Note Conversion Shares on any matter placed before the Stockholders.
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. The Convertible Note is duly authorized and, upon issuance in accordance with the terms hereof, shall be the legal, valid and binding obligation of the Buyer, subject to bankruptcy, insolvency or similar laws affecting creditor rights generally. The number of shares of Common Stock necessary to provide for the issuance of the Conversion Shares in accordance with the terms of this Agreement and the Convertible Note have been duly authorized and reserved for issuance upon conversion of the Convertible Note. Upon conversion in accordance with the Convertible Note, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, Liens, Claims, and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.