The Note and Warrant Sample Clauses

The "Note and Warrant" clause defines the terms under which a lender provides funds to a borrower through a promissory note, while also granting the lender a warrant to purchase equity in the company. Typically, this clause outlines the principal amount, interest rate, maturity date of the note, and the specific terms of the warrant, such as the number of shares and exercise price. By combining debt and potential equity upside, this clause incentivizes investment and aligns the interests of the lender and the company, while also providing the lender with additional compensation for the risk taken.
The Note and Warrant. In connection with the Merger, Astoria hereby irrevocably agrees to forgive and cancel the 10% Senior Convertible Note from PickAx, Inc. dated March 16, 2000 in the principal amount of $17,300,000, together with all interest or other liabilities thereon (the "PickAx Note"), in consideration of the issuance of (a) a promissory note of the Company in the principal amount of eighteen million five hundred twenty-five thousand four hundred sixteen dollars and sixty-seven cents ($18,525,416.67), bearing interest at Eight Percent (8%) per annum compounded annually, executed and delivered concurrently herewith in the form attached hereto as Exhibit A (the "Note") and (b) a warrant to purchase 500,000 shares of Common Stock of the Company at $7.00 per share in the form attached hereto as Exhibit B (the "Warrant"). (i) the PickAx Note and all related obligations and liabilities are and shall be fully cancelled and forgiven and deemed fully and forever released and discharged as to all persons or entities, automatically and without any further act; (ii) all security interests and liens and any other related rights which PickAx, Inc. or any affiliate thereof has granted to Astoria with regard to the PickAx Note shall be cancelled and released and discharged, automatically and without any further act; and (iii) to the extent any UCC-1 financing statements evidencing any such security interest were filed, Astoria shall promptly file UCC termination statements in the relevant jurisdictions evidencing release and shall provide the Company with true copies of such filings. Astoria further will promptly execute and deliver such other agreements and instruments in form and substance satisfactory to the Company, as the Company may reasonably request to further evidence and effect cancellation and forgiveness and discharge and release of the PickAx Note and the release and discharge of the security interests and liens granted to Astoria pursuant to the PickAx Note and any other agreement executed and delivered in connection therewith.
View Source
The Note and Warrant. Purchase Agreement shall remain unmodified and in full force and effect and is hereby reaffirmed. In addition, except as specifically provided in Section 1(a) above, this Waiver and Consent shall not be deemed a waiver of any term or condition of the Note and Warrant Purchase Agreement or any other Transaction Document, and shall not be deemed to prejudice any right or rights which any party may now have or may have in the future under or in connection with the Note and Warrant Purchase Agreement or any other Transaction Document, as the same may be amended from time to time.
View Source
The Note and Warrant 
View SourceView Similar (2)

Related to The Note and Warrant

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • The Warrant Certificates for the Warrants shall be issued in registered form only. The text of the Warrant Certificate, including the form of assignment and subscription printed on the reverse side thereof, shall be substantially in the form of Exhibit A annexed hereto, which text is hereby incorporated in this Agreement by reference as though fully set forth herein and to whose terms and conditions the Company and the Warrant Agent hereby agree. Each Warrant Certificate shall evidence the right, subject to the provisions of this Agreement and of such Warrant Certificate, to purchase the number of validly issued, fully paid and non-assessable shares of Common Stock, as that term is defined in Section 1.05 of this Agreement, stated therein, free of preemptive rights, subject to adjustment as provided in Article III of this Agreement.

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.