Purchase and Sale of the Note and the Warrants Clause Samples

Purchase and Sale of the Note and the Warrants. Subject to the terms of this Agreement, Seller agrees to and does hereby issue, sell and deliver the Note and the Warrants to Purchaser at the Closing (as defined herein), and Purchaser agrees to and does hereby purchase and accept the Note and the Warrants from Seller.
View SourceView Similar (6)
Purchase and Sale of the Note and the Warrants. (a) Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the First Funding Amount (a) a convertible promissory note, in the form attached hereto as Exhibit B (the “Note”), in the principal amount of Five Million Three Hundred Sixty-Seven Thousand Five Hundred Dollars ($5,367,500) (the “Principal Amount”) and (b) a Common Stock purchase warrant, in the form attached hereto as Exhibit C, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire 12,837,838 shares of Common Stock (the “First Warrant”). (b) At any time while the Note is outstanding, the Company may deliver written notice to the Investor (an “Additional Funding Request”) certifying that the conditions set forth in Section 6.1 are satisfied and requesting an increase in the amount of funding provided by the Investor to the Company under the Note, which notice shall set forth the Company’s requested amount of additional funding (which shall not be less than One Million Dollars ($1,000,000) (such additional amount, the “Requested Increase Amount”); provided, that the aggregate amount of Requested Increase Amounts shall not exceed Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (the “Additional Funding Limit”). The Investor shall, within seven (7) Business Days of receiving the Additional Funding Request, give a written response to the Company (an “Investor Response”) that provides that the Investor has elected (in its sole and absolute discretion) to (i) advance the full Requested Increase Amount, (ii) advance an amount less than the full Requested Increase Amount or (iii) not advance any of the Requested Increase Amount. In the event the Investor agrees to fund an additional amount to the Company, the Investor shall set forth such amount in the Investor Response (such amount, the “Increased Funding Amount”). In addition, the Investor may, in its sole discretion and without any action by the Company, deliver written notice to the Company (an “Investor Funding Notice”) of its election to advance up to an aggregate of Two Million Dollars ($2,000,000) of Increased Funding Amount to the Company. Any such Investor-directed Increased Funding Amounts shall count toward the Additional Funding Limit. (c) Within ten (10) Business Days of the delivery of an Investor Response or Investor Funding Notice in which the Investor agrees to ...
View SourceView Similar (2)
Purchase and Sale of the Note and the Warrants. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to the Investors, and the Investors shall purchase from the Company, (a) a 10% original issuance discount senior secured promissory notes in the form attached hereto as Exhibit B (the “Notes”), in the aggregate principal amount of Sixty-Six Million Dollars ($66,000,000), subject to adjustment as set forth in the Note (the “Principal Amount”); (b) a warrant to purchase shares of Common Stock, in the form attached hereto as Exhibit C, registered in the name of the Investors, pursuant to which the Investor shall have the right to acquire up to an aggregate of 14,834,700 Warrant Shares split among the Investors (the “Class A Warrant”); and (c) a warrant to purchase shares of Common Stock, in the form attached hereto as Exhibit D, registered in the name of the Investor, pursuant to which the Investors shall have the right to acquire, up to an aggregate of 2,042,914 Warrant Shares split among the Investors (the “Class B Warrant”) in exchange for the Funding Amount. The Investor and the Company agree that for U.S. federal income tax purposes and applicable state, municipal, local and non-U.S. tax purposes, the Funding Amount shall be allocable between the Note and the Warrant based on the relative fair market values thereof. Neither the Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of Taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”). Each Investor that has acquired Bridge Notes shall have the ability to purchase the Notes, at its option and whether in full or partial payment therefor, for either (i) cash, or (ii) the surrender of its Bridge Note, including accrued but unpaid interest as well as certain fees as provided for in such Bridge Notes (such additional dollar amount of the Bridge Note, the “Bridge Amount”) for cancellation upon the Closing Date, where the principal face amount of each such Bridge Amount shall be deemed to be equal to the amount in cash payable in consideration for the Notes.
View Source
Purchase and Sale of the Note and the Warrants. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company shall issue and sell on the Closing Date (as defined below), to the Investor, and the Investor agrees to purchase from the Company, for an aggregate purchase price of x ($x.00) (the "Purchase Price") the following: (a) the Note; and
View Source
Purchase and Sale of the Note and the Warrants 
View SourceView Similar (3)

Related to Purchase and Sale of the Note and the Warrants

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below). (b) The Issuer acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter. (c) The Issuer understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms set forth in the Time of Sale Information. (d) The Issuer and each Guarantor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and each Guarantor with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuer, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter are advising the Issuer, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and each Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the Issuer, any Guarantor, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Issuer, any Guarantor or any other person. The Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer, in connection with such transactions or the process leading thereto.

  • 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 in Exhibit A hereto) from the Company, secured promissory notes in the aggregate principal amount of up to Three Million Dollars ($3,000,000), in substantially the form attached hereto as Exhibit B (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 and for no additional consideration, each of the Purchasers shall be issued at the Initial Closing Date (as defined below) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase an aggregate of up to 2,000,000 shares of the Company’s common stock, no par value (the “Common Stock”). The Warrants shall expire seven (7) years following the Initial Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrant).

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price.....................................................5 2.2 Execution and Delivery of Documents; the Closing......................................5 2.3 The Post-Closing......................................................................6

  • 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 the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.