Purchase and Sale of Convertible Note Sample Clauses

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Purchase and Sale of Convertible Note. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, the Convertible Note. (b) Purchaser shall acquire Convertible Note on the Closing Date in an aggregate principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00).
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Purchase and Sale of Convertible Note. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, the Convertible Note. (b) Purchaser shall acquire the Convertible Note on the Closing Date in an aggregate principal amount of One Million Two Hundred Eighty-five Thousand Dollars ($1,285,000.00). (c) In connection with the Purchaser's agreement to purchase the Convertible Note specified in this Article II, the Company shall issue and deliver to the Purchaser on the Closing Date Warrants to purchase an aggregate of 300,000 shares of Common Stock.
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Purchase and Sale of Convertible Note. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, the Convertible Note. (b) Purchaser shall acquire the Convertible Note on the Closing Date in an aggregate principal amount of One Million Dollars ($1,000,000.00). (c) In connection with the Purchaser's agreement to purchase the Convertible Note specified in this Article II, the Company shall issue and deliver to the Purchaser on the Closing Date a Warrant to purchase an aggregate of 200,000 shares of Common Stock.
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Purchase and Sale of Convertible Note. Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company the principal amount of the Convertible Note set forth below such Subscriber’s name on the signature page hereof at the principal amount of the Convertible Note purchased, and the Company agrees to issue and sell such Convertible Note to such Subscriber at such principal amount.
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Purchase and Sale of Convertible Note. Corporation hereby issues to Purchaser a Convertible Promissory Note in the form attached hereto as Exhibit A (the "Note") with a principal face amount of $427,500 convertible into shares of common stock of Corporation. Purchaser hereby pays $427,500 in U.S. dollars in cash to Corporation in consideration for the Note.
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Purchase and Sale of Convertible Note. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, on the Closing Date, the Convertible Note in the principal amount of $4,000,000. In connection with the purchase and sale of the Convertible Note, the Company will issue to the Purchaser the Warrants to purchase 300,000 shares of Common Stock in the form of EXHIBIT B hereto.
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Purchase and Sale of Convertible Note. (a) Subject to the terms and conditions hereof, the Company has authorized the issuance and sale of the Note (as defined below) to the Purchaser as of the date first written above. (b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to issue and sell to the Purchaser a senior convertible promissory note in the form attached to this Agreement as Exhibit A (the “Note” and together with this Agreement, the "Transaction Documents") made payable to AYG in the principal amount of Four Hundred Seventy-Five Thousand U.S. Dollars (U.S. $475,000) which amount shall be referred to herein as the "Principal." The Note shall bear interest at a rate equal to the greater of (i) 6 month LIBOR plus two hundred and fifty (250) basis points per annum, and (ii) 6% per annum, shall mature on the Maturity Date (as such term is defined in the Note), and shall be convertible into securities of the Company in accordance with the terms of the Note. (c) The Note and the equity securities issuable upon conversion of the Note (and the securities issuable upon conversion of such equity securities) are collectively referred to herein as the “Securities.” (d) The Purchaser is entering this Agreement and purchasing the Note from the Company in order for the Company to pay-off the outstanding convertible notes issued by the Company and held by Gemini Master Fund, LTD, including, without limitation, all principal, interest and any amounts in the nature of penalties pursuant to the outstanding convertible notes. References in this Agreement to the Company shall be deemed to include any permitted assignee or transferee of this Agreement or the Note, or any permitted successor to the Company’s business. (e) The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Dew▇▇ & LeB▇▇▇▇ ▇▇P, 333 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇n the date hereof or at such other date as is mutually agreed upon by the Company and the Purchaser. The date of the Closing is referred to herein as the “Closing Date.” Subject to the terms and conditions of this Agreement, at the Closing, the Company shall borrow from the Purchaser and the Purchaser shall extend to the Company, a loan amount equal to the Principal in the form of cash, and the Company shall issue to the Purchaser a duly executed Note evidencing the indebtedness relating to the Purchaser’s loan. The Purchaser shall advance ...
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Purchase and Sale of Convertible Note. Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Investor, and the Investor will purchase from the Company, a convertible note in the form set forth as Exhibit A hereto (the "Note") in an aggregate principal amount of Three Million Dollars ($3 million).
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Purchase and Sale of Convertible Note 
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Related to Purchase and Sale of Convertible Note

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price............................5 2.2 Execution and Delivery of Documents; the Closing.............6 2.3 The Post-Closing.............................................7

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, (i) series A senior secured convertible promissory notes in the aggregate principal amount of up to Six Million Dollars ($6,000,000), convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B-1 (the "Series A Notes"), and (ii) original issue discount series A senior secured convertible promissory notes in the aggregate principal amount equal to fifteen percent (15%) of aggregate principal amount of Notes, convertible into shares of Common Stock, in substantially the form attached hereto as Exhibit B-2 (the "OID Notes", together with the Series A Notes, the "Notes"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions, each Purchaser shall be issued (i) Series A-7 Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A-7 Warrants"), to purchase a number of shares of Common Stock equal to seventy-five percent (75%) of the number of Conversion Shares (as defined in Section 1.3 hereof) issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.40 on the Closing Date (as defined in Section 1.2 hereof) and a term of seven (7) years following the Closing Date, (ii) Series B-4 Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B-4 Warrants"), to purchase a number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of such Purchaser's Series A Note on the date of issuance of such Note at an exercise price per share equal to $0.90 on the Closing Date and a term of four (4) years following the effective date of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares (as defined in Section 1.3 hereof), (iii) Series C-3 Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series C-3 Warrants") to purchase a number of