Purchase of Convertible Promissory Notes Sample Clauses

Purchase of Convertible Promissory Notes. On the Closing Date (as defined below) ACLP shall issue and deliver to Purchaser, and Purchaser shall purchase from ACLP a duly executed 5% convertible promissory note in the principal amount of $100,000.00 (the “Note”) in consideration of $100,000.00 in cash (the “Purchase Price”).
Sample 1
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Purchase of Convertible Promissory Notes. Upon the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue to each Investor, and each Investor agrees to purchase from the Company, a convertible promissory note in the form attached hereto as Exhibit A in the maximum principal amount set forth opposite such Investor's name on Schedule I (the "Notes"). The maximum aggregate principal amount of all of the Notes to be issued hereunder shall be Three Million Dollars ($3,000,000). The Notes 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 Units pursuant to Section 3 prior to the Maturity Date; provided, however, if the Notes are not paid in full or converted into Units on or before the Maturity Date, any remaining unpaid principal balance shall bear interest at the rate of ten percent (10%) per year from the Maturity Date until paid in full. The Company shall have the right to prepay the Notes, 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. All partial payments of the Notes shall be made among the Investors on a pro rata basis. For purposes of this Agreement, "pro rata" shall mean with respect to any Investor the portion that the maximum principal balance of such Investor's Note bears to the aggregate maximum principal balance of all of the Notes.
Sample 1
Purchase of Convertible Promissory Notes. On a Closing Date (as defined below), BRZG shall issue and deliver to Purchaser, and Purchaser shall purchase from BRZG, (1) a series of five (5) duly executed 8% convertible promissory notes each in the principal amount of $50,000.00 (the “Note” or collectively the “Notes”)) and (2) a series of stock warrants, each exercisable for an amount of 384,615 shares of BRZG common stock (the “Warrant” or collectively the “Warrants”), in consideration of up to $250,000.00 cash. The purchase price for any individual Note and Warrant shall be $50,000.00 (the “Purchase Price”). Notwithstanding the above, other than the first Closing, Purchaser reverses the right not to close on any installment of a Note and Warrant, at Purchaser’s option, for any reason whatsoever.
Sample 1
Purchase of Convertible Promissory Notes. On the Closing Date (as defined below), PSWS shall issue and deliver to Purchaser, and Purchaser shall purchase from PSWS, (1) a duly executed 8% convertible promissory note in the principal amount of $125,000.00 (the “Note”) and (2) a stock warrant exercisable for an amount equal to 1,250,000 shares of PSWS common stock (the “Warrant”), in consideration of up to $125,000.00 in cash (the “Purchase Price”).
Sample 1
Purchase of Convertible Promissory Notes. Each Investor agrees to Purchase from the Company a convertible promissory note in the form attached hereto as Exhibit A (a "Note") in the amount set forth on Schedule I hereto. Such purchase shall be made concurrently with the execution of this Agreement by each Investor and the delivery of a check in the principal amount of the Note to be purchased. Each Note shall bear interest from the date of payment by the Investor of the principal amount thereof at the rate of 10% per year. The Company shall be entitled to the funds loaned by each Investor immediately upon receipt, whether or not the Company has received funds from any other Investor. The Investors acknowledge that the Company may, in its sole discretion, issue and sell more than $500,000 principal amount of Notes under this Agreement, without notice to or consent from any Investor.
Sample 1
Purchase of Convertible Promissory Notes 
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Related to Purchase of Convertible Promissory Notes

  • 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 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).

  • 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 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.

  • 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.

  • Conversion of Debentures Section 16.01.

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement. (b) The Trust hereby directs the Indenture Trustee, upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Funding Agreement pursuant to the Assignment and upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Guarantee, (i) to authenticate the certificates representing the Notes (the “Notes Certificates”) in accordance with the Indenture and (ii) to (A) deliver each relevant Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, or the custodian thereof, for credit to such accounts as the Purchasing Agent may direct, or (B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Purchasing Agent.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by (B) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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