Convertible Promissory Notes. The Note will have the rights, preferences, and limitations applicable as set forth in the form of 12% Original Issue Discount Secured Convertible Note attached hereto as Exhibit A. Each Note is being issued at an original issue discount of 12%. The Notes may convert into Common Stock (“Conversion Shares”) on or after the closing of the Qualified Financing, at the discretion of the Noteholder. The conversion price of the Note (“Conversion Price”) will be set at a 35% discount to the price paid by the public in the Company’s initial public offering at the closing of the Qualified Financing. However, if the Qualified Financing has not occurred by January 24, 2023 the Conversion Price will be set at a 40% discount to the price paid by the public in the Qualified Financing. The obligations of the Company under the Note will be secured by a Security Agreement in the form attached hereto as Exhibit B. Investor agrees to deliver to the Company a countersigned signature page to such Security Agreement. A “Qualified Financing” means the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended.
Convertible Promissory Notes. The Company shall have executed and delivered a Note to each Investor in substantially the form attached hereto as Exhibit A.
Convertible Promissory Notes. The conversion prices and other terms of the various series of 2007 Convertible Promissory Notes may be different from each other, but all of the amounts due under all of the series of the 2007 Convertible Promissory Notes are intended to be of equal priority and seniority. The maximum aggregate principal amount of the 2007 Series A Convertible Promissory Notes combined is $5,000,000. Each 2007 Series A Convertible Promissory Note is individually referred to herein as a "Note" and collectively as the "Notes."
Convertible Promissory Notes. The Borrower and the Lender agree that the Lender will have no obligation to re-advance any amounts paid on any of the Notes. Each such Note will be payable on the following terms:
Convertible Promissory Notes. Each Investor, severally and not jointly, agrees, upon the terms and conditions specified in this Agreement, to lend to the Company the sum set forth on Exhibit A opposite such Investor’s name (individually, a “Loan,” and collectively, the “Loans”) at the applicable Closing (as defined below). Each Investor’s Loan shall be evidenced by a convertible promissory note, dated as of the date of the applicable Closing, in the form of Exhibit B attached hereto (each, a “Note” and collectively, the “Notes”).
Convertible Promissory Notes. The convertible promissory notes in the ---------------------------- aggregate principal amount of $6,612,502.50 being issued and sold to the Investors pursuant to the Purchase Agreement.
Convertible Promissory Notes. The conversion rights set forth in the Convertible Promissory Notes shall be exercisable only in the event that the Buyer then shall have sufficient authorized capital stock to issue to the Sellers in conversion of payments due to them thereunder. Each Convertible Promissory Note will be imprinted with a legend substantially in the following form: The payment of principal and interest on this Note is subject to certain recoupment provisions set forth in a Stock Purchase Agreement dated as of September 30, 1997 (the "Purchase Agreement") among the issuer of this Note, the person to whom this Note originally was issued, and certain other persons. This Note was originally issued on November 10, 1997, and has not been registered under the Securities Act of 1933, as amended. The transfer of this Note is subject to certain restrictions set forth in the Purchase Agreement. The issuer of this Note will furnish a copy of these provisions to the holder hereof without charge upon written request. Each holder desiring to transfer a Convertible Promissory Note first must furnish the Buyer with (i) a written opinion satisfactory to the Buyer in form and substance from counsel satisfactory to the Buyer by reason of experience to the effect that the holder may transfer the Convertible Promissory Note as desired without registration under the Securities Act.
Convertible Promissory Notes. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate (or certificates) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock, as the case may be (the "Company Stock Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificate(s) shall pass, only upon delivery of the Company Stock Certificate(s) (or affidavits of loss in lieu of such certificates) (the "Letter of Transmittal") to the Exchange Agent and shall be in such form and have such other provisions as Parent or the Exchange Agent reasonably may specify, together with a substitute Form W-9) and (ii) instructions for use thereof in surrendering Company Stock Certificate(s) in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a Company Stock Certificate in proper form for cancellation, together with a duly executed letter of transmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate (or certificates) representing such whole number of shares of Parent Common Stock such Company shareholder is entitled to receive pursuant to Section 2.1 and Section 2.2 in such denominations and registered in such names as such holder may request. The shares represented by the Company Stock Certificate so surrendered shall forthwith be cancelled. The Letter of Transmittal shall provide (i) procedures for holders whose Company Stock Certificates are lost, stolen or destroyed to receive the Merger Consideration and (ii) procedures for the transfer of ownership of shares of the Company Common Stock that is not registered on the stock transfer books and records of the Company. Until surrendered in accordance with this Section 2.3 and as specified in the Letter of Transmittal, each Company Stock Certificate shall be deemed at all times from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as provided in this Article II.
Convertible Promissory Notes. At the Effective Time the Convertible Promissory Note dated October 19, 1999 of the Company and the Convertible Promissory Note dated April 14, 2000 of the Company (collectively, the "Company Convertible Promissory Notes") shall remain as debt on the books of the Surviving Company and Parent shall cause the Surviving Entity to exchange, pursuant to the terms of such Company Convertible Promissory Notes, the Company Convertible Promissory Notes for notes of the Surviving Entity. The Merger Consideration allocated to the Company Convertible Promissory Notes shall be reserved by Parent for issuance out of the Common Stock Merger Consideration upon conversion of the Company Convertible Promissory Notes after the Effective Time. Notwithstanding the foregoing, upon the repayment and retirement of the outstanding debt evidenced by the Company Convertible Promissory Notes, such Parent Common Stock reserved for issuance upon the conversion of the Company Convertible Promissory Notes shall no longer be reserved and shall be released as treasury stock to Parent.
Convertible Promissory Notes. In accordance with the Company’s Series 1 Convertible Promissory Notes, effective on or before the day immediately preceding the Closing Date, with respect to each Convertible Promissory Note that remains outstanding and has not previously converted into shares of Common Stock in accordance with its terms, such Convertible Promissory Note shall, at the election of the holder thereof: (a) be converted into Indebtedness of the Company in an amount equal to the sum of (i) all accrued and unpaid interest due on such Convertible Promissory Note and (ii) 1.15 times the outstanding principal balance of such Convertible Promissory Note, and such Indebtedness shall be treated as part of the Closing Indebtedness, and paid as Repaid Closing Indebtedness, under this Article 2; or (b) be converted into that number of shares of Common Stock equal to the quotient (rounded down to the nearest whole share) obtained by dividing (i) the outstanding principal balance and unpaid accrued interest of such Convertible Promissory Note on a date that is no more than five (5) days prior to the Closing Date by (ii) the applicable conversion price of $0.0852, and at and after the Closing, such shares of Common Stock shall be subject to the provisions of this Article 2. Prior to the Closing, the Company intends to seek waivers from directors who hold the Company’s Series 1 Convertible Promissory Notes that reduce the above- recited 1.15 figure in subsection (a)(ii) to 1.0 with respect to the Company’s Series 1 Convertible Promissory Notes held by directors of the Company.
