Issuance of the Convertible Note Sample Clauses

Issuance of the Convertible Note. A. By this Note and in exchange for funds advanced on or before February 27, 2012, the Company issues this Convertible Note, in the sum of Fifty Thousand Dollars ($50,000.00), dated February 27, 2012. Note Holder is entitled to interest at the rate of eleven percent (11%) per annum. B. As described and in accordance with paragraph 5 hereof, at the Note Holder's option on the date of conversion, all or any part of the Note may be converted into the common stock of Green Endeavors, Inc. ("Stock") at the conversion rate specified herein. Upon execution of this Note the Company agrees to authorize the issuance of and reserves for issuance the number of additional shares of common stock as may from time to time be the maximum number required for issuance upon conversion of the Note pursuant to the conversion option hereinafter granted. C. The Company shall be liable for equal monthly payments under the Note in the amount of $1,292.28 to include interest and principle, the first payment shall be due on April 2, 2012 and subsequent payments are due on the 2nd day of each month. The entire Note, including accrued and unpaid interest thereon, shall be due and payable, unless earlier converted into the Company's Stock as provided for herein, forty eight (48) months from the date of this Note.
Sample 1
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Issuance of the Convertible Note. The issuance of the Convertible Note is duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be validly issued and fully paid and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. As of the Closing, the Buyer shall have reserved from its duly authorized capital stock not less than the sum of 100% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Note. Upon the affirmative vote of the shareholders of Buyer in accordance with the Charter and Bylaws of Buyer as required by the Nasdaq listing rules, the issuance of the Conversion Shares in accordance with the terms of the Convertible Note will be duly authorized, and upon conversion in accordance with this Agreement and the Convertible Note, the Conversion Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Shares.
Sample 1
Issuance of the Convertible Note. Subject to the terms and conditions of this Agreement, at the Note Closing (as defined below), the Company shall issue and sell to SoftBank a subordinated convertible promissory note (a “Note”) in the principal amount (the “Principal Amount”) equal to Three Hundred Million Dollars ($300,000,000), against payment by SoftBank to the Company of the Principal Amount. The Note shall be in the form of Exhibit H attached hereto. The purchase price of the Note shall be equal to 100% of the principal amount of the Note.
Sample 1
Issuance of the Convertible Note. Subject to the terms and conditions set forth herein, the Company agrees to issue to the Purchaser the Convertible Note and to enter into the other Transaction Documents in exchange for the Purchaser advancing to the Company the Principal Amount.
Sample 1
Issuance of the Convertible Note. By no later than the Maturity Date, upon prior written notice to the Holder, the Company shall exchange this Note, including all unpaid Principal and all unpaid and accrued Interest (collectively, the “Exchange Amount”), for a convertible note issued in the principal amount of the Exchange Amount, in the form attached as Exhibit A to the Note Purchase Agreement (the “Convertible Note” and collectively with the convertible notes issued upon the exchange and conversion of each of the Other Notes, the “Convertible Notes”).
Sample 1

Related to Issuance of the Convertible Note

  • 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.

  • Convertible Note 9 Section 3.8

  • Issuance of the Bonds The Authority shall issue the Bonds under and in accordance with the Indenture, subject to the provisions of the bond purchase agreement among the Authority, the initial purchaser or purchasers of the Bonds and the Company. The Company hereby approves the issuance of the Bonds and all terms and conditions thereof.

  • 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.

  • Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 943,396 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • 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 Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Valid Issuance of the Units The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

  • 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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