Purchase of Convertible Promissory Note Sample Clauses

Purchase of Convertible Promissory Note. Upon the terms and subject to the --------------------------------------- conditions set forth in this Agreement, the Company agrees to issue to the Investor, and the Investor agrees to purchase from the Company, a convertible promissory note in the form attached hereto as Exhibit A in the --------- principal amount of up to One Hundred Thousand Dollars ($100,000) (the "Note"). The Note shall not bear interest and shall be due and payable in ---- full one (1) year from the date of issuance (the "Maturity Date") unless ------------- converted into shares of Common Stock of the Company prior to the Maturity Date. After April 30, 2001, the Company shall have the right to prepay the Note, in whole or in part, at any time or from time to time, on ten (10) days' prior written notice to the Investors, without premium or penalty pursuant to Section 1 of the Note.
Sample 1
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Purchase of Convertible Promissory Note. Upon the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue to the Investor, and the Investor agrees to purchase from the Company, a convertible promissory note in the form attached hereto as Exhibit A in the principal amount of One Hundred Thousand Dollars ($100,000) (the “Note” and collectively, with the other notes issued in the Bridge Financing to the Other Investors, the “Notes”). The Note shall bear interest at the rate of ten percent (10%) per annum from the date of the Note until paid in full and shall be due and payable in full eighteen (18) months from the date of issuance (the “Maturity Date”) unless converted into shares of Series C Preferred Stock (“Series C Stock”) of the Company prior to the Maturity Date. The Company shall have the right to prepay the Note, in whole or in part, without premium or penalty, at any time or from time to time, on ten (10) days’ prior written notice to the Investor. The Note, along with the other Notes, shall be secured by a lien on the assets of the Company, except for patents and other rights to intellectual property and regulatory approvals held by the Company. The terms of such lien and exceptions are set forth in the Security Agreement attached hereto as Exhibit D, which will be executed by the Investor together with the Other Investors.
Sample 1
Purchase of Convertible Promissory Note. On the Closing Date (as defined below), WTER shall issue and deliver to Lender (1) a duly executed 8% secured convertible promissory note in the principal amount of $250,000.00 (the "NOTE") and (2) a stock warrant for 430,000 shares of WTER common stock (the "WARRANT") in consideration for a loan in the amount of $250,000.00 cash, less transaction fees and costs (the "LOAN AMOUNT") This Agreement, the Note, the Warrant, and all ancillary documents associated with this Agreement shall be referred to as the Transaction Documents.
Sample 1
Purchase of Convertible Promissory Note. Pursuant to the Convertible Promissory Note, dated the date hereof and attached as Exhibit A, the Company has executed to the Investor the Convertible Promissory Note. The Company's ability to issue the Common Shares and to pay cash dividends for a reasonably foreseeable period into the future is not prohibited by applicable provisions of law or the terms and provisions of any agreement of the Company, including any agreement or instrument relating to its indebtedness or the Company's Certificate of Incorporation or Bylaws, or if the conversion would constitute a breach thereof, or a default thereunder, or if the making of the conversion shall be restricted or prohibited by any applicable law, rule or regulation.
Sample 1
Purchase of Convertible Promissory Note. On the Closing Date (as defined below), APLS shall issue and deliver to Purchaser, and Purchaser agrees to purchase from APLS, (1) a duly executed 8% convertible promissory note in the principal amount of $250,000.00 (the "Note") and (2) a stock warrant for 115,385 shares of APLS common stock (the "Warrant") in consideration for $250,000.00 cash (the "Purchase Price").
Sample 1
Purchase of Convertible Promissory Note. Pursuant to the Convertible Promissory Note, dated the date hereof and attached as Exhibit A, the Company has executed to the Investor the Convertible Promissory Note. The Company hereby warrants and represents to Investor that: (i) the Company's ability to issue the Common Shares and to pay cash dividends for a reasonably foreseeable period into the future is not prohibited by applicable provisions of law or the terms and provisions of any agreement of the Company, including any agreement or instrument relating to its indebtedness or the Company's Certificate of Incorporation or Bylaws, and the conversion as provided for in such Convertible Promissory Note would not constitute a breach thereof, or a default thereunder, and (ii) the making of the conversion under such Convertible Promissory Note is not restricted or prohibited by any applicable law, rule or regulation, except for the American Stock Exchange's approval, which the Company will apply for as soon as possible and use its best efforts to secure such approval. Restrictions on Transferability. The Investor understands that the Common Shares to be issued upon conversion will be restricted securities subject to the resale provisions of Rule 144.
Sample 1
Purchase of Convertible Promissory Note. Upon the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue to the Investor, and the Investor agrees to purchase from the Company, a convertible promissory note in the form attached hereto as Exhibit A in the principal amount of up to one hundred fifty thousand Dollars ($150,000) (the "Note"). The Note shall not bear interest and shall be due and payable in full one (1) year from the date of issuance (the "Maturity Date") unless converted into shares of Common Stock of the Company prior to the Maturity Date. After April 30, 2001, the Company shall have the right to prepay the Note, in whole or in part, at any time or from time to time, on ten (10) days' prior written notice to the Investors, without premium or penalty pursuant to Section 1 of the Note.
Sample 1
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Purchase of Convertible Promissory Note 
Sample 1

Related to Purchase of Convertible Promissory Note

  • 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

  • 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.

  • 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

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

  • Exercise of Conversion Right To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Conversion of Debentures Section 16.01.

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