Issuance of Convertible Note. Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall issue and sell to the Investor a secured convertible promissory note (the “Convertible Note”) in the principal amount of $15,000,000 (the “Principal Amount”), against payment by the Investor to (or to the order of) the Company of the Principal Amount. The Convertible Note shall be in the form of Exhibit A attached hereto.
Issuance of Convertible Note. The Investors shall, within five (5) business days after the date on which the Target Company provides each Investor with the documents that must be provided by the Target Company evidencing that all of the Conditions Precedent to Closing set out in Article 2.1 hereof have been satisfied (other than those which can only be satisfied on the Closing Date or are waived by such Investor in writing) (the “Timelimit for Confirmation of Conditions Precedent to Closing”), provide the Target Company with a written confirmation that all of the Conditions Precedent to Closing set out in Article 2.1 hereof (other than those which can only be satisfied on the Closing Date) have been satisfied or waived by such Investor; provided that if the Investor has justifiable reasons to prove that any of the Conditions Precedent to Closing (other than those which can only be satisfied on the Closing Date) is neither satisfied nor waived, the Investor has the right to serve a written notice to the Company within the Timelimit for Confirmation of Conditions Precedent to Closing to require the Company to provide additional documents reasonably required by the Investor to prove that such Condition Precedent to Closing is satisfied, in which case the Timelimit for Confirmation of Conditions Precedent to Closing shall be extended by up to three (3) days after the date of the Company providing such additional documents. If, within the Timelimit for Confirmation of Conditions Precedent to Closing (or, for the avoidance of doubt, the extended Timelimit for Confirmation of Conditions Precedent to Closing if the timelimit is extended in accordance with the foregoing), the Investor fails to make a written reply to the Company as to whether the Conditions Precedent to Closing (other than those which can only be satisfied on the Closing Date) have been satisfied, the Investor shall be deemed to have confirmed in writing that all Conditions Precedent to Closing (other than those which can only be satisfied on the Closing Date) as set out in Article 2.1 hereof have been satisfied on the expiry date of the Timelimit for Confirmation of Conditions Precedent to Closing (or, for the avoidance of doubt, the extended Timelimit for Confirmation of Conditions Precedent to Closing if the timelimit is extended in accordance with the foregoing). Subject to the terms and conditions of this Agreement, and provided that the Offshore Co-investors have confirmed to the Target Company that the Conditions Precede...
Issuance of Convertible Note. On the Transaction Closing Date, subject to the conditions set forth in Section 2.4, New Adagio shall issue and deliver to the Investor:
(a) the Closing Date Convertible Note in the principal amount of the Investor Convertible Note Commitment, subject to adjustment as set forth in Section 3.1;
(b) a New Adagio Convertible Note in the principal amount of the Bridge Note Principal Amount, subject to adjustment as set forth in Section 3.1, pursuant to Section 2(a) of the Bridge Note (the “Converted Bridge Note”); and
(c) Warrants to purchase 937,500 shares of Common Stock (the “Warrant Shares”), subject to adjustment as set forth in Section 3.2.
Issuance of Convertible Note. Subject to the Company having obtained Subsequent Stockholder Approval and Exchange Approval therefor, for a period of 90 days after a Purchaser’s first conversion of Preferred Stock, each Purchaser shall have an option to purchase a convertible note (the “Convertible Note”) in a principal amount up to $4,950,000 for a purchase price of $4,200,000, which Convertible Note shall be convertible into Note Conversion Shares at a conversion price equal to a fifteen percent (15%) discount of the prior Trading Day’s closing market price. The Purchasers, by their respective signatures hereto, hereby agree not to vote more than righty-five percent (85%) of any such Note Conversion Shares on any matter placed before the Stockholders.
Issuance of Convertible Note. Upon the following terms and conditions, the Company shall issue to the Holder, and the Holder shall acquire from the Company, the Convertible Note.
Issuance of Convertible Note. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Convertible Note in the principal amount of $2,000,000.00.
Issuance of Convertible Note. The Convertible Note Closing (as defined in the Investment Agreement) shall have occurred concurrently with the Closing.”
8. Section 8.1(b)(i) of the Agreement is hereby amended by replacing the reference to “April 30, 2016” with “June 30, 2016”.
9. Sections 6.2(a) and (b) of the Parent Disclosure Letter each is hereby amended to remove item 3 therefrom and to add the items set forth on Schedule I hereto in numerical order thereon. Section 5.9 of the Parent Disclosure Letter is hereby amended and restated in its entirety to add the item set forth on Schedule I hereto. Section 5.2 of the Parent Disclosure Letter is hereby amended and restated in its entirety to add the following: “The issuance of the Convertible Note on the Closing Date.”
10. Section 8.3(a) of the Agreement is hereby amended and restated in its entirety as follows: “In the event this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii), by Parent pursuant to Section 8.1(d)(ii) or by Parent or the Company pursuant to Section 8.1(b)(iii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination.”
11. Section 8.3(b) of the Agreement is hereby amended and restated in its entirety as follows: “In the event this Agreement is terminated by the Company pursuant to Section 8.1(c)(iii), then Parent shall pay, or cause to be paid, to the Company the Termination Fee, by wire transfer of same day funds to an account designated by the Company within two (2) Business Days of such termination.”
12. Section 8.3(c) of the Agreement is hereby amended and restated in its entirety as follows: “In the event that (A) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii) or (B) prior to the Company Stockholder Meeting, a Company Acquisition Proposal is publicly proposed or publicly disclosed and this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(iii), by Parent pursuant to Section 8.1(d)(ii)(A) or by Parent pursuant to Section 8.1(d)(i) as a result of a willful breach by the Company, then, following such termination, the Company shall pay to Parent the reasonable and documented Expenses of Parent within two (2) Business Days after receipt of documentation supporting such Expenses of Parent, in each case, in addition to any amounts that may be payable pursuant to Section 8.3(a). If, concurrently, or within t...
Issuance of Convertible Note. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue to the Investor, and the Investor agrees to accept from the Company, a Convertible Note ("Convertible Note") in the principal amount of Five Hundred Thousand Dollars ($500,000), plus interest thereon at the rate of 6-3/4% per annum. It is hereby understood and agreed that the Convertible Note will be issued in favor of and in the name of the Investor as indicated on the signature page herein.
Issuance of Convertible Note. Subject to the terms and conditions of this Agreement, the Company will issue to the Purchaser a note in the principal amount of $3,037,994.40 which is convertible into the Conversion Shares according to the terms and conditions of the Convertible Note attached as EXHIBIT B (the "NOTE").
Issuance of Convertible Note. The issuance of the Convertible Note will qualify for an exemption from registration under the Securities Act of 1933 based upon representations of the Shareholders of their qualifications.
