Subordinated Convertible Note Sample Clauses

Subordinated Convertible Note. At the Closing, purchaser will issue and deliver to Seller the Subordinated Convertible Note in the approximate amount of Two Million Eight Hundred Seventeen Thousand Five Hundred ($2,817,500.00) (the exact principal amount will be determined at the Closing and will be equal to the then principal amount of indebtedness of Seller for money borrowed) (the “Note Payment”). If the principal amount is not more than $450,000 the interest rate shall be 5.5% per annum. Otherwise the interest rate shall be the prime rate as announced from time to time in The Wall Street Journal under “Money Rates.” Seller may elect to accept additional shares of Private Stock as additional Stock Consideration and reduce the principal amount of the Note Payment by a per share amount equal to the per share offering price for the Private Placement described in Section 8(n) up to a maximum $2,450,000.00 reduction of the Note Payment principal amount. The Note Payment and Stock Consideration are collectively referred to as the Purchase Consideration.

Subordinated Convertible Note. The Company shall issue to Purchaser the Note, substantially in the form attached hereto as Exhibit A, for the principal amount of ______________ Dollars ($___________). The Note will include the following terms: (a) the Note shall bear eight percent (8%) interest per annum; (b) prior to the Demand Date there is a Change of Control, the outstanding principal amount of the Note plus any accrued but unpaid interest automatically will convert into shares of Common Stock effective immediately prior to the Change of Control; (c) if prior to the Demand Date the Company closes an Equity Financing, Purchaser shall convert the outstanding principal amount of the Note plus any accrued but unpaid interest into shares of capital stock sold in the Equity Financing; (d) Purchaser may convert the outstanding principal amount of the Note plus any accrued but unpaid interest into shares of Common Stock (at the applicable Conversion Price set forth below) voluntarily at any time; (e) the Company shall make no principal or interest payments to Purchaser unless: (i) Purchaser demands payment of the Note following the Demand Date, or (ii) the Company elects to prepay the Note; (f) at anytime following the Demand Date, Purchaser may demand all of the outstanding principal balance and any accrued and unpaid interest be due and payable; and (g) the conversion price shall be (i) for the capital stock sold in an Equity Financing, the price per share paid by third party investors at the initial closing of the Equity Financing, or (ii) for any conversion into Common Stock, the lesser of: (y) the average closing price of the Common Stock as listed on the OTC Bulletin Board over the thirty (30) trading days immediately prior to the Closing Date ($0.____ per share as of _____________), or (z) the average closing price of the Common Stock as listed on the OTC Bulletin Board over the thirty (30) trading days immediately prior to the date of a Change of Control or the date of Purchaser's voluntary exercise of the Note (as applicable) (respectively, as applicable, the "Conversion Price"). For the purposes of this section, as may be applicable, the closing price of the Common Stock shall be the closing price as reported by the OTC Bulletin Board, the NASDAQ National Stock Market or other national stock exchange then carrying the listing of the Company's Common Stock

Subordinated Convertible Note. Prior to the Merger, the holder of the Convertible Note shall have elected to convert the Convertible Note into Company Series B Preferred Stock and, as a consequence thereof, to receive his proportionate share of the Parent's Common Stock comprising the Aggregate Share Number in the Merger, such that the Convertible Note will be extinguished prior to the Merger.