Issuance of the Notes and the Warrants Clause Samples

The 'Issuance of the Notes and the Warrants' clause defines the process and terms under which a company will issue debt instruments (notes) and accompanying rights to purchase equity (warrants) to investors. Typically, this clause outlines the timing, conditions, and procedures for delivering the notes and warrants, such as the required documentation, payment methods, and any prerequisites for issuance. Its core practical function is to ensure both parties understand when and how the financial instruments will be provided, thereby reducing uncertainty and facilitating a smooth transaction.
Issuance of the Notes and the Warrants. Upon the terms and subject to the conditions contained in this Agreement, the Corporation has authorized the issuance to the Purchaser of, and the Purchaser has committed to purchase from the Corporation, (a) up to $5,000,000 (the "Total Commitment") in aggregate principal amount of its 10% subordinated promissory notes (the "10% Notes") due on the date (the "Maturity Date") which is the earlier to occur of (i) any Fundamental Change, Change of Control or Liquidity Event and (ii) June 30, 2000, each such 10% Note to be substantially in the form of EXHIBIT A attached hereto, and (b) warrants (the "Warrants") to purchase up to 69,930 Class A Common Shares (the "Warrant Shares"), each such Warrant to be substantially in the form of EXHIBIT B attached hereto.
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Issuance of the Notes and the Warrants. 1.1 Authorization of Issuance. (a) $3,000,000, such Notes to be substantially in the form of Exhibit A attached hereto. (b) The Company has authorized the issuance of Warrants to purchase an aggregate of 702,000 shares of Common Stock, such Warrants to be substantially in the form of Exhibit B attached hereto. (c) Each Purchaser shall be entitled to receive Warrants at the rate of 234,000 Warrants per $1,000,000 principal amount of Notes actually purchased. (d) The Notes and the Warrants are sometimes collectively referred to herein as the "Securities." As used herein, the term "Warrant" refers to a warrant to purchase one share of Common Stock (or such other number of shares of Common Stock as a result of any adjustments made pursuant to the anti-dilution provisions of the Warrants) and a designated number of Warrants refers to warrants to purchase the same number of shares of Common Stock (or such other number of shares of Common Stock as a result of any adjustments made pursuant to the anti-dilution provisions of the Warrants).
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Issuance of the Notes and the Warrants. The Notes and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"), other than those created by the Purchasers with third parties. The Company has on the date hereof and will, at all times while the Notes and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Notes and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Notes and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Notes, assuming such conversion occurred on the Original Issue Date, the Notes remain outstanding for two years and all interest is paid in shares of Common Stock and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Notes and the Warrants. The shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants are collectively referred to herein as the "Underlying Shares." The Notes, the Warrants and the Underlying Shares are collectively referred to herein as, the "Securities." When issued in accordance with the Notes and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens other than those created by the Purchasers with third parties.
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Issuance of the Notes and the Warrants. All actions required by any applicable Law or necessary in the reasonable opinion of the Purchasers to issue the Notes and the Warrants (other than furnishing the Information Statement to the Company’s stockholders pursuant to Regulation 14C of the Exchange Act and amending the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock) shall have been duly taken (or provisions therefor shall have been made), including, without limitation, the making of all registrations and filings, and all necessary consents shall have been received;
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Issuance of the Notes and the Warrants. The issuance of the Notes and the Warrants has been duly authorized and, when issued and paid for in accordance with the Transaction Documents, the Notes and Warrants will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock equal to at least 100% of the sum of the maximum number of (i) Conversion Shares issuable upon conversion of the Notes pursuant to this Agreement and the terms and conditions of the Notes and (ii) Warrant Shares issuable upon exercise of the Warrants pursuant to this Agreement and the terms and conditions of the Warrants. When issued upon conversion of the Notes, the Conversion Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens. When issued upon exercise of the Warrants, the Warrant Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens.
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Issuance of the Notes and the Warrants. At the Closing, the -------------------------------------------- Company shall issue to the Purchasers and, subject to the terms and conditions set forth herein, the Purchasers shall obtain from the Company, the Notes and the Warrants in consideration of each Purchaser's agreement to make their portion of the Loan to the Company.
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Issuance of the Notes and the Warrants 
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Related to Issuance of the Notes and the Warrants

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement. (b) The Trust hereby directs the Indenture Trustee, upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Funding Agreement pursuant to the Assignment and upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Guarantee, (i) to authenticate the certificates representing the Notes (the “Notes Certificates”) in accordance with the Indenture and (ii) to (A) deliver each relevant Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, or the custodian thereof, for credit to such accounts as the Purchasing Agent may direct, or (B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Purchasing Agent.

  • Warrants and Issuance of Warrant Certificates (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

  • Purchase and Issuance of the Units For the aggregate sum of $3,000,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 300,000 Initial Units at $10.00 per Initial Unit. In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 30,000 Additional Units at $10.00 per Additional Unit for a purchase price of up to $300,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.

  • Issuance of the Preferred Securities On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.