Purchase and Sale of Note and Warrants Sample Clauses

Purchase and Sale of Note and Warrants. Section 1.1 Purchase and Sale of Note. Upon the following terms and conditions, (a) the Company and one of its subsidiaries, Nectar Services Corp., a Delaware Corporation (“ Nectar ” and together with the Company, the “ Issuers ”) shall jointly issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, 10% bridge notes in the aggregate principal amount of five hundred thousand ($500,000.00) (the “ Note ”). The Note shall be substantially in the form attached hereto as Exhibit B . 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 Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”) or Section 4(2) of the Securities Act.
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of Note and Warrants. (a) At the Closing (as defined below), the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, a promissory note in the aggregate principal amount of $1,750,000 (the "Purchase Price"), bearing interest at the rate of three and one-half percent (3 1/2%) per annum, in substantially the form attached hereto as Exhibit B (the "Note").
Sample 1
Purchase and Sale of Note and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and Purchaser shall, purchase from the Company (i) a Note in substantially the form attached hereto as Exhibit A, and (ii) warrants to purchase shares of Common Stock, in substantially the form attached hereto as Exhibits X-0, X-0, X-0 and B-4 (the "Warrants"), for an aggregate purchase price to the Company from Purchaser of $1,000,000 (the "Purchase Price"). The Company and the Purchaser 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 there under (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.
Sample 1
Purchase and Sale of Note and Warrants. Subject to the terms and conditions contained herein and in reliance upon the representations and warranties of the Purchaser contained herein, the Company hereby agrees to sell to the Purchaser and, subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company contained herein, Purchaser agrees to purchase from the Company the Notes with the
Sample 1
Purchase and Sale of Note and Warrants. (a) On the Closing Date (as defined in Section 1.2) (i) the Company shall issue to the Investor a promissory note, substantially in the form of Exhibit 1.1A attached hereto (the “Note”), which Note shall evidence the advance made by the Investor to the Company pursuant to this Agreement and (ii) the Guarantor shall issue to the Investor warrants (the “Warrants”) granting to the Investor the right to purchase Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (3,333,333) shares of fully paid and non-assessable Common Stock (as defined below), at a per share purchase price of Two Dollars and 50/100 ($2.50) (the “Exercise Price”).
Sample 1
Purchase and Sale of Note and Warrants. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase and the Company shall sell and issue (i) a Note in the principal amount set forth opposite the Investor’s name on Schedule A hereto and (ii) a Warrant to acquire that number of shares of Warrant Shares as is set forth opposite the Investor’s name on Schedule A hereto (the “Warrant Shares”).
Sample 1
Purchase and Sale of Note and Warrants. Section 1.1 Purchase and Sale of Note. Upon the following terms and conditions, (a) the Company and one of its subsidiaries, Nectar Services Corp., a Delaware Corporation (“ Nectar ” and together with the Company, the “ Issuers ”) shall jointly issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, 10% convertible bridge notes in the aggregate principal amount of five hundred thousand ($500,000.00) (the “ Note ”). The Notes provide for (i) optional conversion into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) and (ii) mandatory conversion upon the occurrence of a Qualified Financing (as defined in the Note). The Note shall be substantially in the form attached hereto as Exhibit B .. 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 Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”) or Section 4(2) of the Securities Act.
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of Note and Warrants 
Sample 1Sample 2Sample 3See All (25)

Related to Purchase and Sale of Note and Warrants

  • 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 as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), 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.

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of the Shares and 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 Shares 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 Warrants The purchase and sale of the Warrants shall occur simultaneously with the consummation of the IPO. At least 24 hours prior to the date of the final prospectus in connection with the IPO, the undersigned shall deliver $100,000.00 (the “Purchase Price”) to Continental or such other agent as may be agreed to by the parties hereto (“Agent”) to hold in an account until the Company consummates the IPO. Simultaneously with the consummation of the IPO, Agent shall deposit the Purchase Price, without interest or deduction, into a trust account established by the Company for the benefit of the Company’s public stockholders at JX Xxxxxx Chase Bank, N.A., and maintained by Continental, as trustee. In the event that the IPO is not consummated within fourteen (14) days of the date the Purchase Price is delivered to Agent, Agent shall return the Purchase Price to the Purchaser, with accrued interest.

Time is Money Join Law Insider Premium to draft better contracts faster.