Purchase and Sale of Convertible Notes and Warrants Clause Samples
The 'Purchase and Sale of Convertible Notes and Warrants' clause defines the terms under which an investor agrees to buy, and the company agrees to sell, convertible notes and warrants. This clause typically outlines the purchase price, the amount and type of securities involved, and the timing of the transaction. For example, it may specify that the investor will provide a certain sum in exchange for notes that can later convert into equity, along with warrants granting the right to purchase additional shares. Its core function is to formalize the initial investment arrangement, ensuring both parties are clear on the securities being exchanged and the conditions of the sale.
Purchase and Sale of Convertible Notes and Warrants. (a) At any time during the Option Period, the Company may, at its sole option, elect to require the ▇▇▇▇▇ Funds to purchase all but not less than all of the Convertible Notes. The notice provided by the Company to the ▇▇▇▇▇ Funds (the "Purchase Notice") shall set forth the date of such purchase of Convertible Notes (the "Purchase Date"), which date shall not be less than twenty (20) business days after the date of the Purchase Notice.
(b) Upon delivery or receipt of the Purchase Notice, each of ▇▇▇▇▇ Partners, ▇▇▇▇▇ International and ▇▇▇▇▇ Employee jointly and severally agrees to purchase from the Company on the Purchase Date the Convertible Notes for an aggregate purchase price equal to $1,000,000 (the "Purchase Price"). On the Purchase Date, the ▇▇▇▇▇ Funds shall pay the Purchase Price to the Company by wire transfer of immediately available funds, and the Company shall issue to the ▇▇▇▇▇ Funds the Convertible Notes, which shall be in the form of Exhibit A attached hereto.
(c) As consideration for the agreement by the ▇▇▇▇▇ Funds to purchase the Convertible Notes, on the date hereof the Company shall issue the Warrants to the ▇▇▇▇▇ Funds, such Warrants to be in the form of Exhibit B attached hereto. In addition, on the date hereof, the parties agree to execute and deliver Amendment No. 2 to Investors' Rights Agreement (the "Amendment"), which shall be in the form of Exhibit C attached hereto.
(d) By written notice to the ▇▇▇▇▇ Partners on or before September 30, 2005, the Option Period may be extended through ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇"). As consideration for the extension of the Option Period, the Company shall issue to the ▇▇▇▇▇ Funds Warrants in the form of Exhibit B for an aggregate of an additional 40,000 shares of Common Stock. The additional 40,000 Warrants shall be delivered to the ▇▇▇▇▇ Funds with the Extension Notice.
Purchase and Sale of Convertible Notes and Warrants