Issuance of New Debenture Sample Clauses

Issuance of New Debenture. Upon any partial conversion of this Debenture, a new Debenture containing the same date and provisions of this Debenture shall, at the request of Holder, be issued by Borrower to Holder for the principal balance of this Debenture and accrued interest which shall not have been converted or paid. Subject to the provisions of Article VI, Borrower will pay no costs, fees or any other consideration to Holder for the production and issuance of a new Debenture.
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Issuance of New Debenture. (a) Subject to the terms and conditions of this Amendment and in reliance on the representations and warranties set forth or referred to herein, at the Closing (as hereinafter defined), the Company shall sell to Agile and Agile shall purchase from the Company a Secured Convertible Debenture in the original principal amount of $100,000 (the “New Debenture Purchase Price”), such Secured Convertible Debenture to be in the form attached hereto as Exhibit A (the “New Debenture”; and, collectively with the Original Amended Debentures, the "Debentures") with a maturity date of six months from its date of issue (the “Maturity Date”). The New Debenture, including accrued but unpaid interest thereon, will be convertible into shares of Common Stock at an initial conversion price of $0.05 per share, subject to adjustment as provided therein, at the option of the holder(s) of the New Debenture (the “New Common Stock Debenture Shares”). (b) In connection with the purchase and sale of the New Debenture hereunder and in addition thereto, the Company agrees to issue to the Investor at the Closing Two Million (2,000,000) shares of Common Stock (the “New Incentive Shares”; together with the New Common Stock Debenture Shares, the “Registrable Shares”). The New Debenture and the New Incentive Shares are collectively referred to herein as the “New Securities”. (c) The closing of the purchase, sale and issuance of the New Securities shall take place at the offices of Wxxxxxxxx Ball Exxxxx Mxxxxx & Sxxxxxxxxx, LLP (“WBEMS”), 100 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000, or at such other location as agreed to between the parties, simultaneous with the execution hereof (the "Closing"). At the Closing: (i) the Company shall deliver to the Investor the duly executed New Debenture and one or more stock certificates evidencing the number of New Incentive Shares registered in the name of Investor to be delivered pursuant to Section 1(b) hereof against delivery by the Investor to the Company of the New Debenture Purchase Price therefor by wire transfer of immediately available funds in the amount thereof to the Company’s bank account at Capital One Bank, 100 Xxxx Xxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxx 00000 (Account Number: 7924030518) (the “Company Bank Account”) or by such other method agreed to in writing by the Investor and the Company; and (ii) the Company shall pay all fees due to third party agents and expenses incurred by Agile and/or Agile Investments, LLC in connectio...
Sample 1
Issuance of New Debenture. The Company hereby agrees to issue against payment to the Purchaser a 5% Original Issue Discount Senior Secured Debenture of the Company in the principal amount of $165,000, which debenture shall be in the form of Exhibit A attached hereto (the “New Debenture”). The total purchase price to the Purchaser for the purchase of the New Debenture is $150,000 (the “New Subscription Amount”) representing an original issue discount of 10%. The Company shall promptly deliver to the Purchaser the New Debenture. The Company hereby acknowledges its receipt of the New Subscription Amount from the Purchaser on the date hereof.
Sample 1
Issuance of New Debenture. Solely for the purpose of effectuating the transactions contemplated by this Agreement, the Company and the Purchaser hereby extend the Maturity Date of each of the Debentures to March 31, 2020. Subject to the Closings, the Company hereby agrees to exchange to the Purchaser in partial payment of the Debentures and accrued interest, in a private placement and not in connection with the Company’s S-1 Registration Statement that was confidentially filed with the Securities and Exchange Commission (the “SEC”) on or about May 22, 2015, and which was declared effective on September 15, 2015 (the “S-1 Registration Statement”) (a) 698,755 shares of the Company Common Stock, comprised of “restricted securities” issued by a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a definition of which presently describes the Company; and (b) the New Debenture, which New Debenture shall be in the form of the Debenture attached hereto as Exhibit A and incorporated herein by reference. The issuance of such 698,755 shares and the New Debenture will be subject to forfeiture if there are no simultaneous Closings of the Duke Share Exchange Agreement and the Duke Funding. The Company shall promptly deliver to the Purchaser the New Debenture on the Closings.
Sample 1
Issuance of New Debenture. As additional consideration to the Purchaser, and because the Company shall directly and indirectly benefit from the transactions contemplated hereunder, and as a material inducement for the Purchaser to enter into this Agreement, the Company shall issue to the Purchaser a convertible debenture with a principal amount equal to $162,500, a conversion price equal to $1.50, otherwise in the form of the Debentures as amended in accordance with this Agreement (the “New Debenture”).
Sample 1

Related to Issuance of New Debenture

  • Issuance of New Notes Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

  • Issuance of New Note Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

  • Issuance of New Warrants Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

  • Issuance of New Warrant Certificates Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Issuance of New Rights Certificates Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

  • Issuance of New Right Certificates Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement.

  • Issuance of New Certificate to Pledgee In the event certificates have been issued, a pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder, and entitled to vote thereon.

  • Issuance of Notes The Owner Trustee is hereby authorized and directed on behalf of the Trust to execute, issue and deliver the Notes pursuant to the Indenture.

  • Issuance of Note Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, a Note in the principal amount set forth opposite such Investor’s name on the signature page hereto.

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