Terms of Note definition

Terms of Note. Upon the following terms and subject to the conditions contained herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, a convertible promissory note in the aggregate principal amount of $250,000 (the "Purchase Price") made through installments, in substantially the form attached hereto as Exhibit A (the "Note"). The outstanding principal amount of the Note, plus any accrued but unpaid interest thereon, shall be due and payable in cash on the Maturity Date (as defined in the Note); provided, however, the Purchaser shall have the sole option to convert on the Maturity Date the outstanding principal amount of the Note plus any accrued but unpaid interest into such number of shares of Common Stock of the Company, par value $.0005 per share (the "Common Stock"), at a Conversion Price equal to a twenty percent (20%) discount to the then-current market price based on the average closing price for the twenty (20) days immediately preceding the conversion, but in no event shall the Conversion Price be less than $0.166. The Note shall not be convertible until the Maturity Date and shall not be convertible such that the Investor's overall Common Stock ownership position in the Company exceeds 4.99% (the "Ownership Cap Restriction"); provided, however, that upon the holder of the Note providing the Company with sixty-one (61) days notice (the "Waiver Notice") that the holder would like to waive the Ownership Cap Restriction with regard to any or all shares of Common Stock issuable upon exercise of the conversion feature of the Note, this Ownership Cap Restriction will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice, and provided further that this Ownership Cap Restriction shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of the Note. The Note shall bear interest at a rate of twenty percent (20%) per annum. Interest shall accrue but will not become due and payable until the Maturity Date. With the consent of both the Company and the Investor, the Note may be extended for an additional twelve (12) months, with the terms of the interest payments remaining the same as above. The Company has the option to pay the principal amount of this Note plus accrued but unpaid interest in a cash payment at any time prior to the Maturity Date.
Sample 1
Terms of Note. Upon the following terms and subject to the conditions contained herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, a convertible promissory note in the aggregate principal amount of $1,000,000 (the "Purchase Price"), in substantially the form attached hereto as Exhibit A (the "Note"), pursuant to the following loan schedule: November 30, 2005 $175,000 December 4, 2005 $250,000 December 15, 2005 $250,000 January 15, 2006 $325,000 The outstanding principal amount of the Note, plus any accrued but unpaid interest thereon, shall be due and payable in cash on the Maturity Date (as defined in the Note); provided, however, the Purchaser shall have the sole option to convert on the Maturity Date the outstanding principal amount of the Note plus any accrued but unpaid interest into such number of shares of Common Stock of the Company, par value $.0005 per share (the "Common Stock"), at a fixed conversion price of $.40 per share. The Note shall not be convertible until the Maturity Date and shall not be convertible such that the Investor's overall Common Stock ownership position in the Company exceeds 4.99% (the "Ownership Cap Restriction"); provided, however, that upon the holder of the Note providing the Company with sixty-one (61) days notice (the "Waiver Notice") that the holder would like to waive the Ownership Cap Restriction with regard to any or all shares of Common Stock issuable upon exercise of the conversion feature of the Note, this Ownership Cap Restriction will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice, and provided further that this Ownership Cap Restriction shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of the Note. The Note shall bear interest at a rate of twenty percent (20%) per annum, compounded semi-annually. Interest shall be paid at the end of each quarter in either (i) shares of Series C Zero Coupon Preferred Stock of the Company valued at $1.00 per share, or (ii) cash, at Investor's option, with the first interest payment being on December 31, 2005. The Series C Zero Coupon Preferred Stock shall be convertible into shares of the Company's Common Stock on the Maturity date at a ten percent (10%) discount to the then-current market price based on the average closing price for the twenty (20) days immediately preceding the conversion. The Series C Zero Cou...
Sample 1
Terms of Note. Upon the following terms and subject to the conditions contained herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, a convertible promissory note in the aggregate principal amount of $10,000 (the "Purchase Price"), in substantially the form attached hereto as Exhibit A (the "Note"). The outstanding principal amount of the Note, plus any accrued but unpaid interest thereon, shall be due and payable in cash on the Maturity Date (as defined in the Note); provided, however, the Purchaser shall have the sole option to convert on the Maturity Date the outstanding principal amount of the Note plus any accrued but unpaid interest into such number of shares of Common Stock of the Company, par value $.0005 per share (the "Common Stock"), at a Conversion Price selected by the Holder. For purposes of this Note, "Conversion Price" shall mean either (i) an amount equal to forty cents ($0.40), or (ii) an amount equal to a twenty percent (20%) discount to the then-current market price based on the average closing price for the twenty (20) days immediately preceding the conversion, with the exception that the Conversion Price shall not be lower than $0.166. The Note shall bear interest at a rate of twenty percent (20%) per annum, compounded semi-annually. Interest shall be paid at the end of each quarter in either (i) shares of Series C Zero Coupon Preferred Stock of the Company valued at $1.00 per share, or (ii) cash, at Investor's option, with the first interest payment being on June 30, 2006. The Series C Zero Coupon Preferred Stock shall be convertible into shares of the Company's Common Stock on the Maturity date at a ten percent (10%) discount to the then-current market price based on the average closing price for the twenty (20) days immediately preceding the conversion. The Series C Zero Coupon Preferred Stock is subordinate to Series A Zero Coupon Preferred Stock and Series B Zero Coupon Preferred Stock. Investor shall make his election as to receipt of interest in cash or in Series C Zero Coupon Preferred Stock by written notice to the Company at least five (5) business days before the interest payment due date (the "Interest Notice Date"). If no such notice is given by Investor by such Interest Notice Date, the Company shall pay the interest in cash. With the consent of both the Company and the Investor, the Note may be extended for an additional twelve (12) months, with the terms of the interest payment...
Sample 1

Examples of Terms of Note in a sentence

  • Terms of Note Default This Note shall be in default if the principal amount of said Note and all accrued interest thereon, if any, is not paid in full, on or before December 31, 2013.

  • If a Holder of Series I Notes has given wire transfer instructions to the Company prior to the fifth day preceding the related record date (or, in the case of principal or premium, the fifth day preceding the date such principal or premium is due), the Company shall pay all principal, interest and premium and Liquidated Damages (as such NPC Officer's Certificate (Terms of Note) term is defined herein), if any, on that Holder's Series I Notes in accordance with such instructions.

  • Officer’s Certificate (Terms of Note) EXHIBIT A Form of Note Attached.

  • Terms of Note Default This note shall be in default if the principal amount of said note and all accrued interest thereon, is not paid in full, on or before May 10th, 2003.


More Definitions of Terms of Note

Terms of Note. Upon the following terms and subject to the conditions contained herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, a convertible promissory note (the "Note") in the aggregate principal amount of $125,000 (the "Purchase Price") payable as follows: April 1, 2006 $90,000 May 2, 2006 $35,000 The Company shall repay in full the entire principal balance plus any accrued but unpaid interest (i) at any time on or before Axxxx 00, 0000, (xx) as this Note may be extended pursuant to the terms of 1(d), or (iii) upon the acceleration of the obligations as contemplated by the Note, all being described as the "Maturity Date." On the Maturity Date, the Company shall repay in full the entire principal balance plus any accrued but unpaid interest by (i) converting the outstanding balance into Common Stock of the Company, or (ii) in cash. The Note shall be repaid in cash only upon the mutual consent of the Holder and the Company. The outstanding principal amount of the Note, plus any accrued but unpaid interest thereon, may be converted into such number of shares of Common Stock of the Company, par value $.0005 per share (the "Common Stock"), at a Conversion Price equal to either: (i) an amount equal to forty cents ($0.40), or (ii) an amount equal to a twenty percent (20%) discount to the then-current market price based on the average closing price for the twenty (20) days immediately preceding the conversion, with the exception that the Conversion Price shall not be lower than $0.166. The Note shall not be convertible until the Maturity Date. The Note shall not be convertible until the Maturity Date and shall not be convertible such that the Investor's overall Common Stock ownership position in the Company exceeds 4.99% (the "Ownership Cap Restriction"); provided, however, that upon the holder of the Note providing the Company with sixty-one (61) days notice (the "Waiver Notice") that the holder would like to waive the Ownership Cap Restriction with regard to any or all shares of Common Stock issuable upon exercise of the conversion feature of the Note, this Ownership Cap Restriction will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice, and provided further that this Ownership Cap Restriction shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of the Note. The Note shall bear interest at a rate o...
Sample 1

Related to Terms of Note

  • Form of Note means the “Form of Note” attached hereto as Exhibit A.

  • Description of Notes means the “Description of the Notes” section of the Final Offering Memorandum.

  • TERMS OF SALE IF YOU SUCCESSFULLY BID ON A PROPERTY, YOU WILL BE REQUIRED TO PAY THE ADVERTISED DEPOSIT WHICH MUST BE IN THE FORM OF CASH OR A CASHIER’S CHECK MADE PAYABLE TO YOURSELF. THIS IS A CASH SALE AND IS NOT CONTINGENT UPON THE BUYER’S ABILITY TO OBTAIN FINANCING. XXXXXXX MONEY IS NOT CONSIDERED AN “OPTION” PAYMENT. YOU ARE AGREEING TO CLOSE ON THE PROPERTY WHEN YOU SUCCESSFULLY BID ON THE PROPERTY. The successful bidder for each property shall execute an “auction real estate sales contract” for each property immediately after being declared the successful bidder by the auctioneer. Copies of this sales contract are available for review on website (xxx.XxxxxxxXxxxxxx.xxx) Bidding increments are made in amounts acceptable to the Auctioneer, who may set a minimum bidding increment as the sale progresses. Any bid may be rejected by the Auctioneer if it is merely nominal or, at his or her discretion, it may negatively affect the auction process. Auctions will be either Absolute or Reserve. If this is an Absolute Sale, the high bidder shall be the Purchaser. If this is a Reserve sale the seller may accept or reject the high bidder, however; if the bid exceeds the predetermined Reserve Price the auction will become an Absolute auction and will be sold to the high bidder. In the event of a dispute between bidders the Auctioneer in its discretion may determine the successful bidder or re-offer the property for sale. By bidding at an auction, whether present or by agent, by written bid or otherwise, bidders shall be deemed to have consented to the jurisdiction of the State and Federal courts of the State of Maryland. If property is tenant occupied, the property will be sold subject to the existing tenant in dwelling. Broker Participation Invited: A 2.5% buyer broker commission, before the inclusion of the Buyer’s Premium, will be paid to brokers who represent a purchaser on any auction property. The Buyer’s Premium is based on only the Bid Price of each auction sale. In order to be paid a commission, the buyer broker must do the following: ►Register clients at least 48 hours prior to auction on xxx.XxxxxxxXxxxxxx.xxx ►Accompany client to auction sale ►Review the “terms and conditions of sale” with each client you represent Each step must be completed. If any of these steps have been omitted, the broker will not be paid a commission. There will be no exceptions. Bidders will be required to acknowledge buyer broker relationship as they register at the sale. By bidding, each bidder and buyer broker agree to indemnify and hold harmless seller and auctioneer for any and all claims for compensation made by any person or entity in connection with the auction. TITLE: All properties will be sold with free and clear title. All properties are being sold subject to any ground rent of record. In the event there is an error in the advertised ground rent or the contract states “Fee Simple”, the Buyer shall take title with the existing ground rent of record and there shall not be a monetary penalty to the seller. SAMPLE In the event, there is an error regarding fee simple or ground rent in the chain of title including deeds, the Buyer shall take title with the existing ground rent of record and there shall not be a monetary penalty to the seller. In event of a ground rent escrow, the title company or settlement company agrees not to charge an escrow holding fee to the seller. If the Trustee/ Seller is unable to convey good and marketable title, the purchaser's sole remedy in law or equity shall be limited to the refund of the deposit. Upon refund of the deposit this sale shall be null and void and of no effect, and the purchaser shall have no further claim against the Trustee/ Seller or Auctioneers.

  • the Second Supplementary Agreement means the agreement a copy of which is set out in Schedule 4;

  • Form of Agreement means the form of agreement contained in Part D of the RFP;

  • Terms of Use means any privacy policy, terms of use or other terms and conditions made applicable by BNYM in connection with the Company’s or a Permitted User’s access to and use of a Component System or a BNYM Web Application or other access site or access method.

  • Supplemental Provisions means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education.

  • Master Definitions Schedule means the amended and restated schedule of definitions relating to the Programme originally dated the Programme Effective Date and as most recently amended and restated on 18 December 2020 (as further amended, supplemented and/or replaced from time to time).

  • the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;

  • Bond Terms means these terms and conditions, including all Attachments which shall form an integrated part of these Bond Terms, in each case as amended and/or supplemented from time to time.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Form of Contract means the document comprising Section 1 of the Contract signed by or on behalf of the Parties confirming their willingness to enter into and be bound by the terms of the Contract.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • UK Addendum means the International Data Transfer Addendum (version B1.0) issued by the Information Commissioner's Office under S119(A) of the UK Data Protection Act 2018, as may be amended, superseded, or replaced from time to time.

  • Form of Assignment and Transfer means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

  • Cross-Series Modification means a modification involving (i) the Bonds or any agreement governing the issuance or administration of the Bonds, and (ii) the debt securities of one or more other series or any agreement governing the issuance or administration of such other debt securities.

  • Annex II means Annex II to Directive 2008/98/EC of the European Parliament and of the Council on waste.