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 $100,000 (the "Purchase Price"), pursuant to the following loan schedule: February 15, 2006 $50,000 March 16, 2006 $50,000 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 conversion price selected by the Purchaser of either: (i) $0.40, or (ii) 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 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 March 31, 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-...
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

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 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. 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 Second Supplementary Agreement, a copy of which is set out in Schedule 3;

  • 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.

  • Terms of a trust means the manifestation of the settlor's intent regarding a trust's provisions as expressed in the trust instrument or as may be established by other evidence that would be admissible in a judicial proceeding.

  • 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;

  • Terms-of-service agreement means an agreement that controls the relationship between a user and a custodian.

  • 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.

  • Use Terms means the Software Use Rights document as defined in the Order Form.

  • 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.

  • the Variation Agreement means the agreement a copy of which is set out in Schedule 2.

  • UK Addendum means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at xxxxx://xxx.xxx.xx/media/for- organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

  • 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.

  • the First Variation Agreement means the agreement a copy of which is set out in Schedule 2.

  • 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.

  • Data Use Agreement means the agreement incorporated into the Contract to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information.

  • Addenda/Addendum means supplemental additions, deletions, and modifications to the provisions of the RFP after the release date of the RFP.

  • Consent to subcontract means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract.

  • Basic Terms Modification means any proposal: