Sale and Issuance of Convertible Promissory Notes Sample Clauses

Sale and Issuance of Convertible Promissory Notes. (a) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell to each Investor at the Closing, an unsecured senior subordinated convertible promissory note substantially in the form attached hereto as Exhibit A (the “Convertible Note”) in the aggregate principal amount and against payment of the purchase price listed opposite such Investor’s name on Schedule A (the “Purchase Price”). The Convertible Notes sold to Investors under this Agreement at the time of the Initial Closing (as defined below) and any subsequent Closing shall collectively be referred to herein as the “Convertible Notes”.
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Sale and Issuance of Convertible Promissory Notes. (a) Subject to the terms and conditions of this Agreement, Xxxxxx.xxx, Inc. and Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII, L.P. (each a "Note Purchaser" and together the "Note Purchasers") each agrees to -------------- --------------- purchase at the Closing and the Company agrees to sell and issue to each Note Purchaser a convertible promissory note in substantially the form attached hereto as Exhibit F (a "Note" and collectively, the "Notes") in the principal --------- ---- ----- amount specified with respect to such Note Purchaser on Exhibit A to this --------- Agreement. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. The Company's agreement with each Note Purchaser is a separate agreement, and the sales of the Notes to the Note Purchasers are separate sales.
Sale and Issuance of Convertible Promissory Notes. Subject to the terms and conditions of this Agreement, those Investors executing a convertible note (collectively, the "Note Purchasers" and --------------- individually, a "Note Purchaser") each agrees to purchase at the Closing and the Company agrees to sell and issue to the Note Purchasers a convertible promissory note in substantially the form attached hereto as Exhibit F (a "Note" and --------- ---- collectively, the "Notes") in the principal amount specified with respect to the ----- Note Purchaser on Schedule A to this Agreement. The purchase price of each Note ---------- shall be equal to 100% of the principal amount of such Note. The Company's agreement with the Note Purchasers is a separate agreement, and the sales of the Notes to the Note Purchasers is a separate sale.
Sale and Issuance of Convertible Promissory Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser severally and not jointly agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser a convertible promissory note in substantially the form attached hereto as Exhibit F (a "Note" and collectively, the "Notes") in the principal amount specified with respect to such Purchaser on Exhibit A to this Agreement. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. The Company's agreement with each Purchaser is a separate agreement, and the sales of the Notes to the Purchasers are separate sales.
Sale and Issuance of Convertible Promissory Notes. Subject to the terms and conditions of this Agreement, each Purchaser, severally and not jointly, agrees to purchase at a Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the applicable Closing a Convertible Promissory Note, in substantially the form attached as Exhibit B (each, a “Note”), in the principal amount set forth opposite the respective Purchasers’ name on the Schedule of Purchasers.
Sale and Issuance of Convertible Promissory Notes. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase and the Company agrees to sell and issue to the Purchaser:

Related to Sale and Issuance 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 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.

  • 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.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • 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.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Conversion of Debentures Section 16.01.

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