Purchase and Sale of the Notes and the Warrants Sample Clauses
The "Purchase and Sale of the Notes and the Warrants" clause defines the terms under which one party agrees to buy, and the other party agrees to sell, specific financial instruments—namely, notes (debt securities) and warrants (rights to purchase equity at a later date). This clause typically outlines the purchase price, the quantity of notes and warrants involved, and the timing and method of the transaction. By clearly specifying these terms, the clause ensures both parties understand their obligations and the mechanics of the transaction, thereby reducing the risk of disputes and facilitating a smooth transfer of the securities.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, (i) convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes”) in an amount up to the principal amount set forth on the signature page hereto executed by such Investor, and (ii) Common Stock purchase warrants in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”) entitling the holder to purchase an amount of shares of Common Stock equal to the applicable Warrant Share Amount. Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be in conducted in up to fourteen tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial Tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of Five Hundred Sixty Six Thousand Six Hundred Sixty Six and 68/100 Dollars ($566,666.68) and including an aggregate original issue discount of Fifty Six Thousand Six Hundred Sixty Six and 68/100 United States Dollars ($56,666.68), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Notes, and (y) up to an subsequent thirteen Tranches (each, a “Subsequent Tranche”), of (i) an aggregate Principal Amount of Notes of Eight Hundred Eleven Thousand One Hundred Eleven and 11/100 Dollars ($811,111.11) each and each including an aggregate original issue discount of Eighty One Thousand One Hundred Eleven and 11/100 United States Dollars ($81,111.11), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Notes. The purchase price of each Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Tra...
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company and WBS shall sell and issue to the Investors, the Notes and the Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, each Investor hereby agrees to purchase at the Closing, and the Company hereby agrees to issue and sell to each such Investor at the Closing (i) a Note, dated as of the date of the Closing, in the original principal amount equal to the dollar amount set forth opposite such Investor’s name under the heading “Original Principal Amount” on Schedule A hereto and (ii) a Warrant to purchase shares of Common Stock of the Company as set forth opposite such Investor’s name under the heading “Number of Warrant Shares” on Schedule A hereto, in exchange for cash in the amount set forth opposite such Investor’s name under the heading “Original Principal Amount” on Schedule A hereto.
Purchase and Sale of the Notes and the Warrants. At the Closing, the Company will issue and sell to the Buyers the Notes and the Warrants and the Buyers will acquire, accept and pay for, as hereinafter provided, the Notes and the Warrants.
Purchase and Sale of the Notes and the Warrants. Subject to the terms of this Agreement, Seller agrees to and does hereby issue, sell and deliver the Notes and the Warrants to Purchaser at the Closing (as defined herein), and Purchaser agree to and do hereby purchase and accept the Notes and the Warrants from Seller.
Purchase and Sale of the Notes and the Warrants. 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 aggregate Funding Amount (a) convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note”), in the aggregate principal amount of up to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Principal Amount”), and (b) Common Stock purchase warrants, in the form attached hereto as Exhibit B, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire an aggregate number of 8,700,696 shares of Common Stock (the “Warrants”).
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to Purchasers, and Purchasers, severally and not jointly, hereby agree to purchase from the Company, the Bridge Notes and the Warrants (allocated amongst the Purchasers as set forth on Exhibit D hereof), at the Closing (as such term is defined in Section 2.1 hereof). The aggregate purchase price for the Bridge Notes and the Warrants sold pursuant to this Agreement (including any additional shares of Common Stock issuable pursuant to Section 8.6) shall be $3,000,000 (the "Purchase Price") (allocated amongst the Purchasers as set forth on Exhibit D hereof). "Operative Documents" as used herein shall mean this Agreement, the Bridge Notes, the Warrants, the Security Agreement and the Certificate of Designations for the Series D Preferred Stock.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, at the Closings (as defined below), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the applicable Funding Amount (a) convertible promissory notes, each substantially in the form attached hereto as Exhibit A other than as to the principal amount, issue date and other pertinent changes (each, a “Note” and collectively, the “Notes”), in the aggregate principal amount of Eight Million Dollars ($8,000,000) (the whole or any portion thereof, the “Principal Amount”), and (b) Common Stock purchase warrants, each in the form attached hereto as Exhibit B other than as to the issue date, number of shares, and other pertinent changes, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire shares of Common Stock in an amount equal to the Applicable Warrant Amount in respect of such warrant (each, a “Warrant” and collectively, the “Warrants”).
Purchase and Sale of the Notes and the Warrants. (a) Subject to the terms and conditions set forth herein, on the First Closing Date (i) the Company and the Subsidiaries shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company and the Subsidiaries, the Initial Notes, registered in the name of the Purchaser, at a purchase price equal to $2,004,750, representing 99% of the principal amount thereof; and (ii) the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Initial Warrants, having an exercise price (the "Warrant Exercise Price") of $2.25 per share, registered in the name of the Purchaser, at an aggregate purchase price of $20,250. The Initial Notes and the Initial Warrants are herein sometimes collectively referred to as the "Initial Securities."
(b) As payment in full for the Initial Securities being purchased by it hereunder on the First Closing Date, and against delivery thereof as aforesaid, the Purchaser shall deliver to the Company, on behalf of the Company and the Subsidiaries, on the First Closing Date a certified or official bank check in New York Clearing House funds, payable to the order of the Company, in the amount of the aggregate purchase price therefore or shall transfer such sum to the account of the Company by wire transfer.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Notes in the respective amounts set forth opposite the Investors' names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below. No later than the close of business on the Proposal Date, the Company shall issue to the Investors entitled thereto the Warrants for no additional consideration in accordance with Section 7.10.