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 shall sell and issue to the Investors, the Notes and 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, and hereby does, issue and sell to the Buyers the Notes and the Warrants and the Buyers will, and hereby do purchase, 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, the Seller agrees to and does hereby issue, sell and deliver the Note and the Warrants to the Purchaser at the Closing (as defined herein), and Purchaser agrees to and does hereby purchase and accept the Note and the Warrants from the Seller on such dates.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein:
(a) at the First Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, in exchange for the transfer to the Company by Investor of the First Funding Amount on the timing described above to the Company’s bank account the details of which are listed in Exhibit C-1, in cleared funds (a) a convertible promissory note, in the form attached hereto as Exhibit A (the “First Note”), in the principal amount of Seven Million Two Hundred Thousand Dollars ($7,200,000) (the “First Principal Amount”) and (b) an Ordinary Share purchase warrant, 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 the Ordinary Shares set forth therein (the “First Warrant”). The Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the Funding Amount shall be allocable among the Notes and the Warrants 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”), or any analogous provision of applicable state, local or non-U.S. law.
(b) at the Second Closing, as applicable, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the Second Funding Amount to the Company’s bank account the details of which are listed in Exhibit C-2, (a) a convertible promissory note, in the form attached hereto as Exhibit A (the “Second Note”, and together with the First Note, the “Notes”), in the principal amount equal to the principal amount of Twelve Million Dollars ($12,000,000) (the “Second Principal Amount”, and together with the First Principal Amount, the “Principal Amounts”) and (b) an Ordinary Shares purchase warrant, 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 amount of Ordinary Shares set forth therein (the “Second Warrant”, and together with the First Warrant, the “Warrants”).
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein at the applicable closing (each, a “Closing”, and the date each Closing is consummated being a “Closing Date”) as more particularly set forth in Section 2.2, the Company may issue and sell to the Investor, and the Investor may 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 Fourteen Million Four Hundred Thousand Dollars ($14,400,000) (the “Principal Amount”), and (b) Common Stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant”), registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire shares of Common Stock in accordance with the terms thereof in the applicable Warrant Share Amount.
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 each Investor, and each Investor shall purchase from the Company, (a) a convertible promissory note, in the form attached hereto as Exhibit B (each, a “Note” and together, the “Notes”), in the principal amount set forth on the signature page hereto executed by such Investor (each such amount, the “Principal Amount” of such Note, and all of the Principal Amounts together, the “Aggregate Principal Amount”), and (b) an share purchase warrant, in the form attached hereto as Exhibit C (each, a “Warrant” and together, the “Warrants”), registered in the name of such Investor, pursuant to which the Investor shall have the right to acquire Ordinary Shares in the amount set forth on the signature page hereto executed by such Investor, in exchange for each Investor’s respective Funding Amount, as set forth on the signature page hereto executed by such Investor. Each Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, such Investor’s Funding Amount shall be allocable between their Note and their Warrant based on the relative fair market values thereof. No 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”), or any analogous provision of applicable state, local or non-U.S. law.
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 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”).