Issuance of Convertible Promissory Notes Sample Clauses

Issuance of Convertible Promissory Notes. Subject to all of the terms and conditions of this Agreement, at each Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a Note in the principal amount set forth opposite such Investor’s name on the Schedule of Investors. The securities into which the Notes are convertible are referred to herein as the “Note Conversion Shares.” The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal amount of all Notes that may be issued and sold hereunder shall not exceed $4,000,000 (the “Total Note Principal Amount”).
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Issuance of Convertible Promissory Notes. Subject to all of the terms and conditions of this Agreement, at each Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a subordinated convertible promissory note, in substantially the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), in the principal amount equal to the amounts set forth opposite such Investor’s name on the Schedule of Investors. The securities into which the Notes are convertible are referred to as the “Conversion Stock.” The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall not exceed $25,000,000 (the “Total Note Principal Amount”).
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Issuance of Convertible Promissory Notes. (a) Investor agrees to lend to Company from time to time prior to September 30, 2000, as requested by Company in accordance with paragraph (c), advances in an aggregate amount not to exceed $20,000,000. (b) Each advance by Investor to Company shall be considered a promissory note on the terms and conditions specified in the form of convertible promissory note attached hereto as EXHIBIT A (individually a "Note", and collectively, the "Notes"). (c) To obtain an advance, Company must provide Investor with an unsigned Note specifying the dollar amount of the advance requested at least one business day prior to the date stipulated on the Note. The issuance of the corresponding Note will occur against receipt by Company of the corresponding advance and shall take place at the offices of Company on the date stipulated on the Note or such other time and place as both Company and Investor may determine; PROVIDED, HOWEVER, that no closing shall occur on a date later than September 30, 2000. (d) Company acknowledges receipt of $2,000,000 advance by Investor on August 10, 2000 in anticipation of this Agreement and agrees to issue Investor a Note in the principal amount of $2,000,000.
Sample 1
Issuance of Convertible Promissory Notes. Upon the execution of this --------------------------------------------- Agreement, the Company agrees to issue, upon the receipt of each Advance, a convertible promissory note (the "Note(s)") made payable to the order of GET USA in the maximum principal amount of US$750,000 and in the form attached hereto as Exhibit A. The Note(s) shall bear simple interest at the rate of ten percent (10%) per annum, and all principal and accrued interest shall be due and payable on the six-month anniversary of the date of this Agreement (the "Maturity Date"). The Company shall have the right to prepay the Note(s) in whole or in part at any time, without premium or penalty, upon providing ten (10) days' prior written notice to GET USA.
Sample 1
Issuance of Convertible Promissory Notes. Upon Closing, Parent shall issue $200,000 in convertible promissory notes to debt holders of Parent designated by Parent, a form of which is attached hereto as Exhibit B. The aggregate principal amount of such notes shall be reduced by the amount of the liabilities set forth in Section 4.06 of the Parent Disclosure Schedule that remain undischarged at Closing and any miscellaneous Ghana filing fees that are owed by Discovery Gold Ghana as of date.
Sample 1

Related to Issuance of Convertible Promissory Notes

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • 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).

  • Convertible Note 9 Section 3.8

  • Conversion of Debentures Section 16.01.

  • 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.

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • 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

  • Promissory Note The Promissory Note is enclosed. The Chief Financial Officer is required to sign it and return it to the OPWC Loan Officer, Xxxxx XxXxxx. It is preferable that you scan and email it to her at Xxxxx.XxXxxx@xxx.xxxxx.xx.xx but may also mail it to the address on our letterhead. Only use one method.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

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