Issuance of Note and Warrant Sample Clauses
The 'Issuance of Note and Warrant' clause defines the process by which a company issues a promissory note and an accompanying warrant to an investor or lender. Typically, this clause outlines the terms under which the note (a debt instrument) is provided, such as the principal amount, interest rate, and maturity date, as well as the details of the warrant, which grants the holder the right to purchase company shares at a specified price in the future. By clearly specifying the conditions and mechanics of issuing both the note and the warrant, this clause ensures that both parties understand their rights and obligations, thereby facilitating investment while managing risk and expectations.
Issuance of Note and Warrant. At the Closing provided for in Section 1(c) on the terms and subject to the conditions hereof, the Company agrees to issue and sell to Investor, and Investor agrees to purchase from the Company, the Note and Warrant in the investment amount (“Investment Amount”) set forth on Schedule I.
Issuance of Note and Warrant. The issuance of the Warrant is duly authorized and will be validly issued and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Note and Warrant. At the Closing (as defined below), Company agrees to issue and sell to the Investor, and, subject to all of the terms and conditions hereof, the Investor agrees to purchase, a secured convertible promissory note in the form of Exhibit A hereto (“Note”) in the principal amount set forth opposite the Investor’s name on Schedule I hereto.
Issuance of Note and Warrant. The issuance, sale and delivery of the Note, Warrant, Second Note and Second Warrant in accordance with this Agreement, and the issuance and delivery of the shares of Common Stock issuable upon (i) conversion of the Note and Second Note (the “Note Shares”) and (ii) exercise of the Warrant and Second Warrant (the “Warrant Shares,” and together with the Note Shares, the “Securities”), have been duly authorized by all necessary corporate action on the part of the Company, and all such shares have been, or will be prior to the Closing or Second Closing, as applicable, duly reserved for issuance. The Securities when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable. This Section 3.4, and all other provisions of Article 3 of this Agreement, are expressly subject to the fact that due to a shortage of authorized but unissued shares of Common Stock, the Securities are not yet authorized and the Note, Second Note, Warrant and Second Warrant cannot be converted or exercised unless and until the Company amends the Articles to increase its authorized number of shares of Common Stock.
Issuance of Note and Warrant. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase, a secured convertible promissory note in the form attached hereto as Exhibit 10.2 (the “Note”) in the principal amount of up to ten million U.S. dollars ($10,000,000.00) (the “Note Principal Amount”), which Note will be convertible into Common Stock (the “Note Shares”). The Note Principal Amount will be available to the Company on the terms and conditions set forth in the Note. The Company’s initial drawdown of the Note Principal Amount may only occur on or after ninety (90) days following the Closing. Concurrently with the issuance of the Note, the Company will issue to the Investor a warrant in the form attached hereto as Exhibit 10.5 (the “Second Warrant” and together with the First Warrant, the “Warrants”) to purchase up to a number of shares of Common Stock as set forth therein. The Note will be secured by a first priority, perfected security interest in, subject to Permitted Liens, certain accounts receivable, inventory and other property of the Company as evidenced by the security agreement attached hereto as Exhibit 10.3 (the “Security Agreement”).
Issuance of Note and Warrant. Subject to the terms and conditions hereof, Company shall issue and sell to Purchaser, and Purchaser shall purchase from Company, a Secured Promissory Note in the form of Exhibit B hereto (the "NOTE") in the principal amount of Seventy Six Thousand Dollars ($76,000) and a warrant in the form of Exhibit C hereto (the "WARRANT") to purchase Three Million Eight Hundred Thousand (3,800,000) shares of Company's common stock, par value $0.01 (the "COMMON STOCK"). The terms and conditions of the Note are set forth in the form of Note attached as Exhibit B hereto and of the Warrant are set forth in the form of Warrant attached as Exhibit C.
Issuance of Note and Warrant. (a) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser (i) a convertible note in the form attached hereto as Exhibit A (the “Note”), and (ii) a Common Stock purchase warrant, in the form attached hereto as Exhibit B, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right to purchase and acquire 550,000 shares of Common Stock (the “Warrant”), for a combined purchase price of $10,000,000.00 (the “Purchase Price”).
(b) The shares of Common Stock of the Company issued upon (A) conversion of the Note are referred to herein as “Conversion Shares” and (B) exercise of the Warrant are referred to herein as the “Warrant Shares.” The Note, Warrant, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the “Securities.”