Convertible Note Closing Sample Clauses

Convertible Note Closing. The obligation of Cartesian to consummate (or cause the applicable Purchaser to consummate) the transactions described in Section 2.1 of this Agreement is subject to the satisfaction (or waiver by Cartesian), at or before the applicable Closing, of the following conditions in addition to the satisfaction (or waiver by Cartesian) of the conditions set forth in Section 3.2(a):
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Convertible Note Closing. Provided this Agreement shall not have been terminated, the closing of the acquisition of the Convertible Note (the "Convertible Note Closing") shall be held on April 23, 2001 (the "Convertible ------------------------ ----------- Note Closing Date"), as mutually determined by E-Stamp and Learn2, at the ----------------- offices of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. At the Convertible Note Closing: (i) E-Stamp will deliver $2,000,000 by wire transfer of immediately available funds pursuant to the wire instructions delivered by Learn2; (ii) Learn2 shall issue and deliver to E-Stamp the Convertible Note with the legend in Section 1.08(c)(vi); (iii) Learn2 shall deliver to E-Stamp a certificate signed by an executive officer of Learn2 that the representations and warranties of Learn2 set forth in Section 1.08(d) and Article III hereof are true in all respects (in the case of any representation or warranty qualified as to materiality) or in all material respects (in the case of any representation or warranty not so qualified) at and as of the Convertible Note Closing Date; and (iv) E-Stamp shall deliver to Learn2 a certificate signed by an executive officer of E-Stamp that the representations and warranties of E-Stamp set forth in Section 1.08(c) and Article IV hereof are true in all respects (in the case of any representation or warranty qualified as to materiality) or in all material respects (in the case of any representation or warranty not so qualified) at and as of the Convertible Note Closing Date.
Sample 1
Convertible Note Closing. The closing of the transactions contemplated by Section 2.01(a) of this Agreement and the Transaction Documents (the "Convertible Note Closing") will take place at the offices of Xxxxxxxxxx & Xxxxx LLP, 30 Rockefeller Plaza, New York City, at 10:00 a.m. Eastern time, on December 30, 2005 subject to the satisfaction or waiver of all the conditions set forth in Articles VIII and IX hereof or such other date, place or time agreed to by the Company and the Majority Holders (such date of the Convertible Note Closing being hereinafter referred to as the "Initial Closing Date"). The Company shall deliver to each Investor a Convertible Note, a certificate representing Warrants and a certificate representing such shares as the Convertible Notes purchased by such Investor convert in to, against payment of the purchase price therefor by wire transfer of immediately available funds to such bank and account specified by the Company, cancellation of indebtedness (including by way of crediting the Transaction Expenses described in Section 13.01 against payment of the purchase price), or any combination thereof.
Sample 1

Related to Convertible Note Closing

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Convertible Note 9 Section 3.8

  • 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 Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. 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.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

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