ISSUE OF NOTE Clause Samples

ISSUE OF NOTE. On or before the Closing (as hereinafter defined), the Company will have authorized the issuance of its Senior Subordinated Promissory Note due May 2, 2001 (the "Note"), in the aggregate principal amount of $260,000,000 to be issued in the form attached hereto as Annex A. Capitalized terms used herein without definition shall have the meanings specified in Section 5 hereof.

ISSUE OF NOTE. (a) The Company has authorized the issuance and sale to Purchaser, in reliance upon the Purchaser's representations and warranties contained in Section 4 and subject to the terms and conditions set forth herein, a 6% Convertible Subordinated Note in the principal amount of $500,000 (the "Note"), convertible into up to 2,500,000 shares of Common Stock (the "Conversion Shares") pursuant to the exchange of the Note. (b) In reliance upon the representations and warranties of the Company contained herein, and subject to the terms and conditions set forth herein, Purchaser agrees to purchase the Note.

ISSUE OF NOTE a. The Company will authorize the issue of its 3% Convertible Promissory Note (hereinafter called “Note”) to the Purchaser in the aggregate principal amount of $40,000 to be dated on March 21, 2025 to mature on that is twenty-four (24) months after the Purchase Price Date, as defined in the Note, to bear interest on the unpaid principal thereof at the rate of 3% per annum until maturity, payable on March 20, 2026 and 2027, respectively, commencing on Purchase Price Date, and after maturity at the rate of 3% per annum until Note is fully paid, and to be substantially in the form of Exhibit A attached hereto. b. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a 30-day month and a 365-day year. The Company will promptly and punctually pay to Note Holder (the “Holder”) the interest on the Note held by Holder without presentment of the original copy of the Note. In the event that any of the Holder shall sell or transfer the Note, it shall notify the Company of the name and address of the transferee and send the assignment notice to the Company for approval. In the event the Company defaults on any installment of interest or principal of any Note and fails to cure such defaults within 90 days after the written notice from the Holder of the Note, then the Holder, at its option, may declare the entire principal and the interest accrued thereon for such Note immediately due and payable and may proceed to enforce the collection thereof. c. The Company will also authorize and reserve sufficient shares of its common stock as may be required for issuance upon conversion of the Note (hereinafter called “Shares”) pursuant to the conversion terms hereinafter stated. d. The Purchasers have the right at any time after the date of this Agreement until the outstanding balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the outstanding balance of the Note into shares of Common Stock of the Company. Conversion notices in the form attached the Note (“Conversion Notice”) may be effectively delivered to the Company by any method set forth in the “Notices” Section of this Agreement. The Company shall deliver the conversion shares from any conversion to Holder in accordance with the Note. Subject to adjustment as set forth in this Agreement, the price at which the Purchasers have the right to convert all or any portion of the outstanding bala...

ISSUE OF NOTE a. Subject to all of the terms and conditions hereof, the Company will issue and sell to the Subscriber a 6% convertible promissory note, in the form of Exhibit A hereto (hereinafter called “Note”), in the principal amount of $ to mature on September 1, 2015 (“Maturity Date”) to bear interest on the unpaid principal thereof at the rate of 6% per annum until maturity, payable in full on Maturity Date. b. The sale and purchase of the Note shall take place at a closing (the “Closing”) to be held at such place and time as the Company and the Subscriber may determine (the “Closing Date”). At the Closing, the Company will deliver to the Subscriber the Note, against receipt by the Company of a purchase price of $ (the “Purchase Price”). c. Subject to the Stockholder Approval of an amendment to its Certificate of Incorporation to increase the authorized number of shares of common stock, the Company will also reserve and authorize the issuance of such a number of additional shares of its common stock (hereinafter called the “Conversion Stock”) as may from time to time be the maximum number required for issuance upon conversion of the Note.

ISSUE OF NOTE a. The Company will authorize the issuance of this 6% Note (hereinafter called the “Note”) in the aggregate principal amount of $ to be dated , 2014 to matureon , 2016 to bear interest on the unpaid principal thereof at the rate of 6% per annum until maturity, payable in full on Maturity Date. b. For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a 365 day year. The Company will promptly and punctually pay to Note Holder or its nominee the interest on any of the Note held by Note Holder without presentment of the Note. In the event that Note Holder shall assign the Note, it shall notify the Company of the name and address of the transferee. In the event the Company defaults on any installment of interest or principal, then the Holder of this Note may, at its option, without notice, declare the entire principal and the interest accrued thereon immediately due and payable and may proceed to enforce the collection thereof. The Note shall contain a confession of judgment provision.

ISSUE OF NOTE. Subject to the terms hereof, the Company shall authorize and issue the Note, which shall be in the form of EXHIBIT A hereto, dated as of the Funding Date and completed with appropriate insertions. The Note shall be payable to the order of Purchaser or its designee in accordance with the terms of the Note and this Agreement.