Purchase and Sale of Convertible Notes Sample Clauses
The "Purchase and Sale of Convertible Notes" clause defines the agreement between parties for the issuance and acquisition of convertible notes. It typically outlines the terms under which investors provide funds to a company in exchange for notes that may later convert into equity, specifying the purchase amount, closing procedures, and any conditions precedent. This clause ensures both parties are clear on the mechanics of the transaction and sets the legal foundation for the investment, thereby facilitating a smooth and transparent fundraising process.
Purchase and Sale of Convertible Notes. The Company agrees to issue and sell to each Investor, and each Investor agrees to purchase from the Company, the Convertible Note for the aggregate purchase price set forth across from their respective name on Schedule I (the “Purchase Price”). Each Investor will deliver or will cause to be delivered to the Company at or prior to the Closing the Purchase Price by wire transfer of immediately available funds to the Company’s bank account, or such other means as the Investors and Company agree.
Purchase and Sale of Convertible Notes. (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, Convertible Notes in the aggregate principal amount of $750,000.00.
(b) Purchaser shall acquire the Convertible Notes on the Closing Date in an aggregate principal amount of Seven Hundred Fifty Thousand Dollars ($750,000.00).
Purchase and Sale of Convertible Notes. Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Company covenants and agrees to sell to the Purchaser, at a purchase price of $______ (the "Purchase Price"), (i) a convertible note in registered form in a principal amount of $______ and substantially in the form of Exhibit A hereto (the "Note"), such Note convertible at the option of the holder thereof into a number of Note Shares determined pursuant to Article 3 of the Note according to the terms and conditions set forth in the Note, and (ii) a warrant to purchase ______ shares of the Company's Common Stock, $.01 par value per share (the "Common Stock") in substantially the form of Exhibit B hereto (the "Warrant"), and upon the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees to purchase from the Company, the Note and the Warrant at the Purchase Price. All capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Note and the Warrant.
Purchase and Sale of Convertible Notes. Upon the terms and conditions contained herein, each of the Investors agrees to purchase from the Company, at the Closing as defined in Section 1.2, and the Company agrees to issue and sell to each of the Investors, the principal amount of Convertible Notes in the form of Exhibit B hereto set forth on Exhibit A hereto for a purchase price equal to the principal amount of such Convertible Notes.
Purchase and Sale of Convertible Notes. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, such principal amount of Convertible Notes as is set forth opposite each Purchaser's name on Schedule 2.1 attached hereto.
Purchase and Sale of Convertible Notes. Upon the terms and subject to the conditions of this Agreement, on each Closing Date from the date hereof until the Maturity Date, Company shall issue, sell, convey and deliver to Buyer, and Buyer shall purchase from Company, one or more Convertible Notes in an aggregate Principal Amount of up to $5,000,000. The Convertible Notes shall initially be due and payable on September 30, 1999; provided, that if the Principal Amount of a Convertible Note and accrued but unpaid interest thereon is not repaid on or prior to the Maturity Date, the date for repayment of the Principal Amount of such Convertible Note, together with accrued and unpaid interest thereon, shall be automatically extended to March 31, 2000, upon the delivery to Buyer of the Warrants described in Section 6.4 hereof.
Purchase and Sale of Convertible Notes. On the basis of the representations, warranties, covenants and agreements set forth herein and the terms hereof, at the Closing, the Company shall sell to the Purchasers and the Purchasers shall purchase from the Company (i) $30,000,000 principal amount of Convertible Notes and (ii) all of the portion of the $30,000,000 principal amount of Convertible Notes offered pursuant to the Rights Offering that is not purchased on or before the Closing Date by Potential Purchasers in accordance with the terms of the Rights Offering. The purchase price for such Convertible Notes shall be 100% of the principal amount thereof.
Purchase and Sale of Convertible Notes. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, on the Closing Date (as hereinafter defined), Convertible Notes in the principal amount set opposite its name on Schedule I ---------- for a purchase price of 100% of the principal amount thereof (the "Purchase Price"). Each Purchaser shall deliver a check in payment of the Purchase Price to the Escrow Agent according to the schedule set forth in each respective Convertible Note.
(b) In connection with the Purchasers agreement to purchase the Convertible Notes, the Company shall issue and deliver to the Purchasers Warrants to purchase the number of shares of Common Stock set forth opposite its name on Schedule I. No part of the purchase price of the Convertible Notes shall be ----------- allocated to the Warrants.
(c) The closing for the purchase and sale of the Convertible Notes shall be held on such date (the "Closing Date"), not later than October ___, 2002, that the Escrow Agent receives the Convertible Notes and Warrants registered in the names of the Purchasers in the principal amounts and numbers, respectively, set forth on Schedule I, duly executed by the Company. -----------
Purchase and Sale of Convertible Notes. At the Closing, the Company shall sell to the Purchaser and, subject to the terms and conditions set forth herein, the Purchaser shall purchase from the Company $15,000,000 in principal amount of Convertible Notes at a price of $1,000 per $1,000 in principal amount of Convertible Notes.
Purchase and Sale of Convertible Notes. At the Closing, subject to the terms of this Agreement and the satisfaction or waiver of the conditions set forth in Articles VI and VII hereof, the Company will issue and sell to each Investor, and each Investor will (on a several and not a joint basis) purchase from the Company, Convertible Notes in the principal amount set forth beneath such Investor's name on the signature pages hereof substantially in the form of Exhibit A hereto (the "Convertible Note(s)". The Convertible Notes will bear annual interest (the "PIK Interest"), payable in shares of Common Stock (the "PIK Interest Shares"), at a fixed rate of 7% of the aggregate number of shares of Common Stock into which a Convertible Note is convertible. The PIK Interest will be payable quarterly in arrears. If the PIK Interest Shares are not then-covered by an effective registration statement, then each Investor, individually and not severally, may choose in its sole discretion to have the PIK Interest paid in PIK Interest Shares or cash, with the exception of the first interest payment payable hereunder, which shall in any event be payable in Common Stock.