Purchase and Sale of Note and Warrant Contract Clauses (133)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Purchase and Sale of Note and Warrant clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase and Sale of Note and Warrant. (a) Purchase of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, along with Warrants to initially acquire up to that aggregate number of Warrant... Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Notes and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) on the Schedule of Buyers. Each Buyer shall pay $950 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at the Closing. Each Buyer and the Company agree that the Notes and the Warrants constitute an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). The Buyers and the Company mutually agree that the allocation of the issue price of such investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $14,000 allocated to the Warrants and the balance of the Purchase Price allocated to the Notes, and neither the Buyers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) to the Company for the Notes and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (A) a Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers, and (B) a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More
Found in TimefireVR Inc. contract
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Purchase and Sale of Note and Warrant. (a) Purchase of Notes Note and Warrants. Warrant. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to shall purchase from the Company on the Closing Date (as defined below) a the Note in the original principal amount as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, $1,250,000.00 along with Warrants a Warrant to initiall...y acquire up to that aggregate number of 925,925,925 Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. Shares. (b) Closing. The closing (the "Closing") of the purchase of the Notes Note and the Warrants Warrant by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. virtually. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Notes Note and the Warrants Warrant to be purchased by each the Buyer (the "Purchase Price") shall be One Million, Two Hundred Fifty Thousand ($1,250,000.00) US Dollars which shall be net funded in accordance with the Flow of Funds Letter (as defined below) to reflect the cash amount set forth opposite such Buyer's name in column (5) on the Schedule of Buyers. Each Buyer shall pay $950 for each $1,000 of principal amount of Notes and related Warrants to be purchased paid by such Buyer at the Closing. Each (the "Cash Purchase Price"). Buyer and the Company agree that the Notes Note and the Warrants Warrant constitute an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). The Buyers Buyer and the Company mutually agree that the allocation of each dollar of the issue price of such investment unit between the Notes Note and the Warrants in accordance with Warrant solely for the purposes of Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $14,000 $0.00 allocated to the Warrants Warrant and the balance of the Purchase Price allocated to the Notes, Note, and neither the Buyers Buyer nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price (less, in the case of any Buyer, (less the amounts withheld pursuant to Section 4(g)) 4(h)) to the Company for the Notes Note and the Warrants Warrant to be issued and sold to such Buyer at the Closing, by wire transfer of the Cash Purchase Price by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (A) a the Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of above, and the Schedule of Buyers, and (B) a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name above, in column (4) of the Schedule of Buyers, in each case, all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. (e) Rank. The Note shall rank pari passu with the Permitted Indebtedness (as set forth on Schedule 3(m)(ii)). (f) Payoff of Other Notes. Effective as of the Closing Date the Company will pay off, in full, the promissory notes referenced on Schedule 3(m)(ii) (except the Permitted Indebtedness). View More
Found in VERUS INTERNATIONAL, INC. contract
Purchase and Sale of Note and Warrant. (a) Purchase of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to shall purchase from the Company on the Closing Date (as defined below) below), a Note in the original principal amount as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, along with the Warrants to initially acquire up to that aggregate... number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Notes and the Warrants by the Buyers shall occur at the offices of Kelley Drye Kleinberg, Kaplan, Wolff & Warren LLP, 101 Park Cohen, P.C., 551 Fifth Avenue, New York, NY 10178. New York 10176. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other later date as is mutually agreed to by the Company and each Buyer). As used herein herein, "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. 1 (c) Purchase Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) and/or the amount set forth opposite such Buyer's name in column (6), as applicable, on the Schedule of Buyers. Each Buyer shall pay $950 its respective Purchase Price for each $1,000 of principal amount of Notes the Note and related Warrants to be purchased by such Buyer at the Closing. Each Buyer and the Company agree that the Notes and the Warrants constitute an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). The Buyers and the Company mutually agree that the allocation of the issue price of such investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $14,000 allocated to the Warrants and the balance of the Purchase Price allocated to the Notes, and neither the Buyers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) to the Company for the Notes and the Warrants to be issued and sold to such Buyer at the Closing, by (A) wire transfer of immediately available funds in accordance with the Flow Company's written wire instructions or (B) by cancellation of Funds Letter (as defined below) indebtedness of Company (or any of its Subsidiaries) to Buyer; and (ii) the Company shall deliver to each Buyer (A) a Note in the aggregate original principal (in such amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers, Buyers), and (B) a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More
Found in Freedom Leaf Inc. contract
Purchase and Sale of Note and Warrant. (a) Purchase of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, Buyers along with Warrants to initially acquire up to that aggregate number of ...Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Notes and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed. closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. (c) Purchase Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) on the Schedule of Buyers. Each Buyer shall pay $950 approximately $833.3333 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at the Closing. Each Buyer and the Company agree that the Notes and the Warrants constitute an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). The Buyers and the Company mutually agree that the allocation of the issue price of such investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $14,000 $53,333.33 allocated to the Warrants and the balance of the Purchase Price allocated to the Notes, and neither the Buyers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) to the Company for the Notes and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (A) a Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers, and (B) a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More
Found in ADiTx Therapeutics, Inc. contract
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Purchase and Sale of Note and Warrant. a. Purchase of Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note and number of Warrants as is set forth immediately below the Buyer's name on the signature pages hereto. b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note and the Warrant to be issued and sold to it at the Closing (as defined below) (t...he "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price and the number of Warrants as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the Buyer, against delivery of such Purchase Price. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note and the Warrant pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about October 30, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. View More
Found in Mass Hysteria Entertainment Company, Inc. contract
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Purchase and Sale of Note and Warrant. a. Purchase of Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of the Note and number of Warrants as is set forth immediately below the Buyer's name on the signature pages hereto. Warrant. b. Form of Payment. On the Closing Date (as defined below), Date, (i) the Buyer shall pay fund the purchase price principal amount for the Note and the Warrant to be issued and sold t...o it at the Closing (as defined below) (the "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price and the number of Warrants as is set forth immediately below the Buyer's name on the signature pages hereto, Warrant, and (ii) the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the Buyer, against delivery of such Purchase Price. the purchase price thereof. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the The date and time of the issuance and sale of the Note and the Warrant pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about October 30, 2014, simultaneous with the execution and delivery of this Agreement, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. d. Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Buyer agrees to purchase, the Note and Warrant as set forth on each Buyer's signature page hereto. At any closing hereunder, the Company shall deliver to each Buyer its respective Note and Warrant. View More
Found in TimefireVR Inc. contract
Purchase and Sale of Note and Warrant. a. Purchase of Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of the Note and number the Warrant, subject to the express terms of Warrants the Note, the Warrant, and this Agreement as is set forth immediately below the Buyer's name on the signature pages hereto. case may be. b. Form of Payment. On the Closing Date (as defined below), (i) Date, the Buyer shall pay the p...urchase price for the Note and the Warrant to be issued and sold to it at the Closing (as defined below) of $160,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in Note, the principal amount equal to the Purchase Price Warrant, and the number of Warrants as is set forth immediately below the Buyer's name on the signature pages hereto, Commitment Shares, and (ii) the Company shall deliver such duly executed Note Note, Warrant, and Warrant Commitment Shares on behalf of the Company, to the Buyer, against delivery of such Purchase Price. Buyer. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note and the Warrant pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 4:00 PM, Eastern Standard Time on or about October 30, 2014, the date first written above, or such other mutually agreed upon time. 1 d. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. parties (including via exchange of electronic signatures). e. Commitment Shares. Upon Closing, Company shall issue 1,250,000 Commitment Shares to Buyer. The Commitment Shares shall be deemed fully earned upon such Closing and shall be non-returnable. View More
Found in Clean Energy Technologies, Inc. contract
Purchase and Sale of Note and Warrant. a. Purchase of Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of the Note and number the Warrant, subject to the express terms of Warrants the Note, the Warrant, and this Agreement as is set forth immediately below the Buyer's name on the signature pages hereto. case may be. b. Form of Payment. On the Closing Date (as defined below), (i) Date, the Buyer shall pay the p...urchase price for the Note and the Warrant to be issued and sold to it at the Closing (as defined below) of $110,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note in Note, the principal amount equal to the Purchase Price Warrant, and the number of Warrants as is set forth immediately below the Buyer's name on the signature pages hereto, Commitment Shares, and (ii) the Company shall deliver such duly executed Note Note, Warrant, and Warrant Commitment Shares on behalf of the Company, to the Buyer, against delivery of such Purchase Price. Buyer. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note and the Warrant pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 4:00 PM, Eastern Standard Time on or about October 30, 2014, the date first written above, or such other mutually agreed upon time. 1 d. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. parties (including via exchange of electronic signatures). e. Commitment Shares. Upon Closing, Company shall issue 110,000 Commitment Shares to Buyer. The Commitment Shares shall be deemed fully earned upon such Closing and shall be non-returnable. View More
Found in Tego Cyber, Inc. contract
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Purchase and Sale of Note and Warrant. (a) Note and Warrant. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Series A Warrant. If (i) all or any part of the Note remains outstanding on July 20, 2019, the two (2) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the ...Investor the Series B Warrant, (ii) all or any part of the Note remains outstanding on September 20, 2019, the four (4) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series C Warrant, and (iii) all or any part of the Note remains outstanding on November 20, 2019, the six (6) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series D Warrant. (b) Closing. The closing (the "Closing") of the purchase of the Note and the Series A Warrant by the Investor shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, or at such other place or at such other time or on such other date as the Company and the Investor mutually may agree in writing (and provided that Closing may take place by the electronic exchange of those documents required hereunder to be delivered at Closing). The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such later date as is mutually agreed to by the Company and the Investor). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Note and the Warrants to be purchased by the Investor hereunder (the "Purchase Price") shall be $1,000,000. The Note will be issued with an original issue discount of approximately 9.0909%. 2 (d) Payment of Purchase Price; Delivery of Note and Warrants. On the Closing Date, (i) the Investor shall pay the Purchase Price to the Company for the Note and the Warrants by wire transfer of immediately available funds in accordance with the Company's written wire instructions (less the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to the Investor (A) the Note and (B) the Series A Warrant, in each case duly executed on behalf of the Company and registered in the name of the Investor or its designee. If all or any part of the Note remains outstanding on July 20, 2019, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series B Warrant, duly executed on behalf of the Company and registered in the name of the Investor or its designee. If all or any part of the Note remains outstanding on September 20, 2019, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series C Warrant, duly executed on behalf of the Company and registered in the name of the Investor or its designee. If all or any part of the Note remains outstanding on November 20, 2019, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series D Warrant, duly executed on behalf of the Company and registered in the name of the Investor or its designee. No additional consideration, other than the Purchase Price paid by the Investor to the Company on the Closing Date (less the amounts withheld pursuant to Section 4(g)), shall be payable by the Investor to the Company in exchange for the issuance to the Investor of the Series B Warrant, the Series C Warrant or the Series D Warrant, as applicable. View More
Found in Dolphin Entertainment, Inc. contract
Purchase and Sale of Note and Warrant. (a) Note and Warrant. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Series A E Warrant. If (i) all or any part of the Note remains outstanding on July 20, 2019, March 3, 2020, the two (2) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such da...te, issue to the Investor the Series B F Warrant, (ii) all or any part of the Note remains outstanding on September 20, 2019, May 3, 2020, the four (4) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series C G Warrant, and (iii) all or any part of the Note remains outstanding on November 20, 2019, July 3, 2020, the six (6) month anniversary of the date of this Agreement, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series D H Warrant. (b) Closing. The closing (the "Closing") of the purchase of the Note and the Series A E Warrant by the Investor shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, K&L Gates LLP, 200 S. Biscayne Blvd., Suite 3900, Miami, FL 33134, or at such other place or at such other time or on such other date as the Company and the Investor mutually may agree in writing (and provided that Closing may take place by the electronic exchange of those documents required hereunder to be delivered at Closing). The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such later date as is mutually agreed to by the Company and the Investor). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Note and the Warrants to be purchased by the Investor hereunder (the "Purchase Price") shall be $1,000,000. $1,200,000. The Note will be issued with an original issue discount of approximately 9.0909%. 7.692%. 2 (d) Payment of Purchase Price; Delivery of Note and Warrants. On the Closing Date, (i) the Investor shall pay the Purchase Price to the Company for the Note and the Warrants by wire transfer of immediately available funds in accordance with the Company's written wire instructions (less the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to the Investor (A) the Note and (B) the Series A E Warrant, in each case duly executed on behalf of the Company and registered in the name of the Investor or its designee. If all or any part of the Note remains outstanding on July 20, 2019, March 3, 2020, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series B F Warrant, duly executed on behalf of the Company and registered in the name of the Investor or its designee. If all or any part of the Note remains outstanding on September 20, 2019, May 3, 2020, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series C G Warrant, duly executed on behalf of the Company and registered in the name of the Investor or its designee. If all or any part of the Note remains outstanding on November 20, 2019, July 3, 2020, the Company shall, within two (2) Business Days of such date, issue to the Investor the Series D H Warrant, duly executed on behalf of the Company and registered in the name of the Investor or its designee. No additional consideration, other than the Purchase Price paid by the Investor to the Company on the Closing Date (less the amounts withheld pursuant to Section 4(g)), shall be payable by the Investor to the Company in exchange for the issuance to the Investor of the Series B F Warrant, the Series C G Warrant or the Series D H Warrant, as applicable. View More
Found in Dolphin Entertainment, Inc. contract
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Purchase and Sale of Note and Warrant. (a) Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser (i) a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A, (ii) subject to the provisions of Section 2 below, a 2018 Warrant to purchase the number of shares of Common Stock equal to (A) the original principal amount of the Note (expressed as... a number, rather than a dollar value), each as set forth opposite such Purchaser's name on Exhibit A, multiplied by (B) 80.0%. Each Warrant shall be exercisable for a period of two (2) years after the Closing. The aggregate purchase price of each Note and Warrant shall be the amount set forth opposite such Purchaser's name on Exhibit A. Each Purchaser shall purchase such number of Notes having an aggregate minimum purchase price of one hundred thousand dollars ($100,000.00), provided that the Company may elect to accept a lower purchase price at its sole discretion. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales. View More
Found in GENERAL CANNABIS CORP contract
Purchase and Sale of Note and Warrant. (a) Sale and Issuance of Notes and Warrants. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser (i) a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A, (ii) subject to the provisions of Section 2 below, a 2018 Series A Warrant to purchase the number of shares of Common Stock equal to (A) the original principal amount of the Note (exp...ressed as a number, rather than a dollar value), Note, each as set forth opposite such Purchaser's name on Exhibit A, multiplied by (B) 80.0%. 1.5, and (iii) a Series B Warrant to purchase the number of shares of Common Stock equal to (A) the original principal amount of the Note, each as set forth opposite such Purchaser's name on Exhibit A, multiplied by (B) 1.5. Each Warrant shall be exercisable for a period of two (2) three (3) years after the Closing. The aggregate purchase price of each Note shall be equal to 100% of the principal amount of such Note, and the purchase price of each Warrant shall be the amount set forth opposite such Purchaser's name on Exhibit A. Each Purchaser Note shall purchase such number of Notes having an aggregate have a minimum purchase price of one hundred thousand dollars ($100,000.00), provided that the Company may elect to accept a lower purchase price at its sole discretion. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales. View More
Found in GENERAL CANNABIS CORP contract
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Purchase and Sale of Note and Warrant. 1.1 Purchase and Sale of Note and Warrant. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set forth in Section 4.1, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Warrant (the "Closing"). 1.2 Form of Payment. On the Closing Date, (i) the Investor shall pay the Purchase Price (as defined below) (less the amounts withheld pursuant to Section 12.12)... to the Company for the Note and the Warrant to be issued and sold to the Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) immediately following the Company's receipt of such amount, the Company shall deliver to the Investor (x) the Note and (y) the Warrant, in each case, duly executed on behalf of the Company and registered in the name of the Investor or its designee. View More
Found in Echo Automotive, Inc. contract
Purchase and Sale of Note and Warrant. 1.1 Purchase and Sale of Note and Warrant. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set forth in Section 4.1, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Warrant (the "Closing"). 1.2 Form of Payment. On the Closing Date, (i) the Investor shall pay the Purchase Price (as defined below) (less the amounts withheld pursuant to Section 12.12)... to the Company for the Note and the Warrant to be issued and sold to the Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) immediately following the Company's receipt of such amount, the Company shall deliver to the Investor (x) the Note and (y) the Warrant, in each case, duly executed on behalf of the Company and registered in the name of the Investor or its designee. 1.3 Subsequent Closing. Upon effectiveness of the initial Registration Statement to be filed hereunder but subject to Section 2(a) of the Registration Rights Agreement, the Investor may purchase from the Company an additional note ("Subsequent Note") and warrant ("Subsequent Warrant") upon the same terms and conditions as the Note and the Warrant (including all conditions included in this Agreement) in a principal amount of up to $50,000, provided that the purchase price of the Subsequent Note and Warrant shall be the same amount as the face value of the Subsequent Note. View More
Found in VERUS INTERNATIONAL, INC. contract
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