Promissory Notes and Warrants Sample Clauses

Promissory Notes and Warrants. Agent shall have received (i) the Term Note in the form of Exhibit A-1 attached hereto, dated of even date herewith in the original principal amount of Seven Hundred and Fifty Thousand Dollars ($750,000) in favor of and for the benefit of Hong Kong League, and (ii) the Warrant to purchase up to 15,000,000 shares of the Borrower’s common stock in the form of Exhibit B-1 attached hereto.
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Promissory Notes and Warrants. In return for the consideration provided by Lender, the Company shall sell and issue to such Lender promissory notes in the form attached hereto as Exhibits A-1 through A-4 (each a “Note” and, collectively, the “Notes”) and issue to the Lender warrants to purchase shares of the Company’s Common Stock in the form attached hereto as Exhibit B-1 through B-4 (each a “Warrant” and, collectively, the “Warrants”). The aggregate principal amount of the Notes shall be ($186,222.38). The warrant coverage ratio shall be (3.5714) warrant shares per dollar of consideration provided by Lender as set forth above, subject to adjustment as set forth in the Warrants. The shares of Common Stock as described in the Warrants are referred to herein as the “Warrant Shares”.
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Promissory Notes and Warrants. 1 1.2 Closing................................................ 1
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Promissory Notes and Warrants. In return for the advance by each ----------------------------- Initial Investor or "Lender" as set forth on the Schedule of Initial Investors, the Company shall sell and issue to such Lender a convertible promissory note in the form attached hereto as Exhibit A (a "Note") and a warrant to purchase --------- Common Stock of the Company in the form attached hereto as Exhibit B (a --------- "Warrant"). Each such Note shall have a principal balance equal to ninety-nine and one half percent (99.5%) of the advance to which it relates and shall be dated as of the date such advance is made to the Company. The Company and the Lenders agree that the purchase price and fair market value as of the date hereof of each such Warrant is deemed to equal one half of one percent (.5%) of the advance to which such Warrant relates.
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Promissory Notes and Warrants. In return for the consideration of an aggregate of $800,000, consisting of $150,000 from each of five Lenders and $50,000 from another Lender (the “Purchase Price”), in cash or via wire transfer to an account specified in writing by the Company, the Company shall sell and issue to each Lender a promissory note in the principal amount of $150,000 or $50,000, as appropriate, in the form attached hereto as Exhibit A (the “Note”) and a warrant to purchase shares of common stock ($0.0015 par value per share) of the Company (the “Common Stock”) in the form attached hereto as Exhibit B (the “Warrant”). Each Note shall have an aggregate initial principal amount of $150,000 or $50,000, as appropriate, shall be dated the date of the Closing, and shall be secured as provided in the Security Agreement of even date herewith by and between the Company and the Lenders (in the form attached hereto as Exhibit C, the “Security Agreement” and together with this Agreement, the Notes and the Warrants, the “Transaction Documents”). The Company shall issue a Warrant to each Lender simultaneously with the issuance of such Lender’s Note.
Sample 1
Promissory Notes and Warrants. Each Lender agrees, on the terms and subject to the conditions specified in this Agreement, to lend to the Company at the Closing or upon a Subsequent Closing (as those terms are defined in Section 1.2 below), by check payable to the Company or by wire transfer per the Company's wiring instructions (or any combination thereof), the amount set forth opposite such Lender's name in the Schedule of Lenders. In return for the consideration provided by such Lender, the Company, at the Closing, or upon such Subsequent Closing, shall sell and issue to the respective Lender each of the following:
Sample 1

Related to Promissory Notes and Warrants

  • Notes and Warrants Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers along with Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Convertible Debentures The Definition of the term "Convertible Debentures" as used in the Master Agreement shall hereinafter include the Additional Debentures.

  • 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 each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • 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.

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • 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).

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