Sale and Purchase of the Note. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, the Note for a purchase price equal to the principal amount of the Note (such price, the “Purchase Price,” and such transaction, the “Purchase”).
Sale and Purchase of the Note. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company at the Closing, a Note in the aggregate principal amount of $276,562.51 against payment by the Purchaser to the Company of the amount of $150,000.00 representing the initial advance by the Purchaser under the Loan (the "Initial Advance"). Arrearages of interest in the amount of $26,562.51 shall be deemed advanced by the Purchaser for purposes of the Note.
(b) Following the Closing and subject to the terms and conditions set forth in this Section 1.2(b), the Purchaser shall make one additional advance to the Company in the amount of $100,000.00 (the "Second Advance"); provided, however, that in no event shall the Purchaser be obligated to make the Second Advance after June 30, 1995. The Purchaser shall not be obligated to make the Second Advance unless and until the following conditions have been satisfied:
(i) As of the date of the Second Advance, the representations and warranties made herein shall be true and correct and there shall be no Event of Default under this Agreement nor any event that with the passage of time or the giving of notice or both would ripen into an Event of Default;
(ii) There shall have been no material adverse change in the financial condition or business operations of the Company since, as applicable, the date of the last financial statements or other financial reports delivered to the Purchaser on or prior to the Closing Date;
(iii) The Company shall have prepared a marketing plan satisfactory to the Purchaser and shall have employed an individual satisfactory to the Purchaser to implement such marketing plan;
(iv) The Company shall have obtained additional financing in the amount of at least $150,000.00 on terms deemed satisfactory to the Purchaser;
Sale and Purchase of the Note. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall purchase, and the Seller shall sell and transfer, the Note free and clear of all Encumbrances.
Sale and Purchase of the Note. The Company agrees to issue and sell to the Lender, and the Lender agrees to purchase from the Company the Note, subject to the terms and conditions herein. On the Completion Date, the Lender shall pay the consideration for the Note pursuant to Section 2.3, by initiating wire transfer of immediately available funds to an account designated by the Company, details of which are set forth in Section 4.2(b) herein.
Sale and Purchase of the Note. Upon satisfaction of the conditions precedent set forth hereinafter, Seller agrees to sell the Notes to Purchaser, and Purchaser agrees to purchase the Notes from Seller.
Sale and Purchase of the Note. Subject to the terms and conditions hereof, the Issuer will issue and sell to the Purchaser, and the Purchaser will purchase from the Issuer, the Note on March 31, 2009, or on such earlier date as may be agreed between the parties (the “Closing Date”), at a purchase price equal to 100% of the principal amount thereof (the “Purchase Price”).
Sale and Purchase of the Note. (a) Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Investor and the Investor will purchase from the Company, on the Issuance Date, the Note at the purchase price of 100% of the principal amount thereof.
(b) In connection with the purchase of the Note, the Company will pay to the Investor on the Issuance Date an upfront fee in the amount of US$250,000.
Sale and Purchase of the Note. Upon the terms and subject to the conditions contained herein, the Purchaser hereby agrees to lend to the Company Four Hundred Thousand and No/100 Dollars ($400,000) in exchange for a subordinated, promissory note in the form attached as Exhibit A (the "Note").
Sale and Purchase of the Note. The Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, in two or more tranches, subject to the terms and conditions of this Agreement and in reliance on the respective representations, warranties and covenants of the Company and the Purchaser contained herein, the Note at an aggregate purchase price equal to 100% of the principal amount thereof. The initial tranche under the Note in the principal amount of $1,500,000 has been funded as of the date hereof. One or more additional tranche or tranches under the Note in the total remaining amount of $1,500,000 shall be funded on or before September 30, 2017. Notwithstanding the execution and delivery of the Note in the full principal amount as of the date hereof, interest shall not accrue thereunder unless and until the remaining principal amounts are funded thereunder, and then only to the extent of such principal amounts funded.
Sale and Purchase of the Note
