Purchase and Sale of Note Contract Clauses (1,780)
Grouped Into 18 Collections of Similar Clauses From Business Contracts
This page contains Purchase and Sale of Note clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase and Sale of Note. a. Purchase of Note. 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 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 to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") by wire transfer of immediatel...y 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 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 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 pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , 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
Purchase and Sale of Note. a. Purchase of Note. 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 as is set forth immediately below the Buyer's name on the signature pages hereto. In connection with the issuance of the Note, the Company shall issue 150,000 shares of the Company's common stock (the "Commitment Shares") to Buyer as a commitment fee. The Commitment Shares will be earned on the date of this Agre...ement. b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price of $126,000.00 for the Note to be issued and sold to 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 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 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 7 and Section 7 8 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , January 16, 2019, 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
Purchase and Sale of Note. a. Purchase of Note. 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 as is set forth immediately below the Buyer's name on the signature pages hereto. In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 45,000 shares of the Company's common stock (the "Warrant") as a commitment fee upon the terms and subject to... the limitations and conditions set forth in such Warrant. b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to 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 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 7 and Section 7 8 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , February 4, 2019, 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
Purchase and Sale of Note. a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer Buyer, and the Buyer agrees to purchase from the Company such principal amount of Company, the Note and Warrant, as is set forth immediately below the Buyer's name on the signature pages hereto. further provided herein. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $142,500.00 (the "Purchase Price") for the Note Note, to be i...ssued and sold to it at the Closing (as defined below) (the "Purchase Price") below), 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 as is set forth immediately below the Buyer's name on the signature pages hereto, Note, 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 pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, 4:00 PM, Eastern Standard Time on or about , the date first written above, or such other mutually agreed upon time. 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). 1 1A. Warrant. On or before the Closing Date, the Company shall issue the Warrant to the Buyer pursuant to the terms of contained therein. View More
Purchase and Sale of Note. a. Purchase of Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to the Buyer, at each Closing, a Note in the amount of the purchase price applicable to each Closing as more specifically set forth below. b. First Closing. The First Closing of the purchase and sale of the First Note shall take place on the Effective Date (the "First Closing Date"), subject to satisfactio...n (or waiver) of the terms and conditions. In respect of the First Closing Date the Buyer shall purchase the First Note in the principal amount of Sixty-Six Thousand and No/100 United States Dollars (US$66,000.00) for a purchase price of Sixty Thousand and No/100 United States Dollars (US$60,000.00). Additional Closings of the purchase and sale of the Notes shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the "Additional Closing Dates", collectively, with the First Closing Date, referred to as the "Closing Dates"). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from the Buyer and its counsel, or in such other manner as is mutually agreed to by the Company and the Buyer. c. Form of Payment. On each Closing Date, (i) the Buyer shall pay the purchase price set forth on the face thereof for a Note to be issued and sold to the Buyer at such Closing (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 such Note to the Buyer in the principal amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. d. Additional Closings. At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing, the Company may request that the Buyer purchase additional Notes hereunder in Additional Closings by written notice to the Buyer, and, subject to the conditions below, the Buyer may, at Buyer's option purchase such additional Notes in such amounts and at such times as the Buyer and the Company may mutually agree, so long as no default or "Event of Default" (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved by the Buyer, which approval may be given or withheld in the Buyer's sole and absolute discretion.View More
Purchase and Sale of Note. a. Purchase of Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to the Buyer, at each Closing, a Note in the amount of the purchase price applicable to each Closing as more specifically set forth below. b. First Closing. The First Closing of the purchase and sale of the First Note shall take place on the Effective Date (the "First Closing Date"), subject to satisfactio...n (or waiver) of the terms and conditions. In respect of the First Closing Date the Buyer shall purchase the First Note in the a principal amount of Sixty-Six Two Hundred Fifty Thousand and No/100 United States Dollars (US$66,000.00) (US$250,000.00) for a purchase price of Sixty Two Hundred Fifty Thousand and No/100 United States Dollars (US$60,000.00). (US$250,000.00), shall take place on the date hereof, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the "First Closing Date"). Additional Closings of the purchase and sale of the Notes shall be at such times and for such amounts as determined in accordance with Section 1(d) 1(c) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the "Additional Closing Dates", collectively, with the First Closing Date, referred to as the "Closing Dates"). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from the Buyer and its counsel, or in such other manner as is mutually agreed to by the Company and the Buyer. c. b. Form of Payment. On each Closing Date, (i) the Buyer shall pay the purchase price set forth on the face thereof for a the Note to be issued and sold to the Buyer it at such Closing (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 such Note to the Buyer in the principal amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. d. c. Additional Closings. At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing, the Company Buyer may request that the Buyer purchase additional Notes hereunder in Additional Closings by written notice to the Buyer, and, subject to the conditions below, Company, and the Buyer may, at Buyer's option shall purchase such additional Notes in such amounts and at such times as the Buyer and the Company may mutually agree, shall determine, so long as no unwaived default or "Event of Default" (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a an unwaived default or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved by the Buyer, Buyer participating in the Additional Closing, which approval may be given or withheld in the Buyer's sole and absolute discretion. View More
Purchase and Sale of Note. a. Purchase of Notes. Subject Note. On the Closing Date (as defined below), the Company shall issue and sell to the satisfaction (or waiver) of the terms Buyer and conditions of this Agreement, the Buyer agrees to purchase, at each Closing, and purchase from the Company agrees to sell and issue to the Buyer, at each Closing, a Note in the such principal amount of the purchase price applicable to each Closing Note as more specifically is set forth below. immediately below the Buyer's name on the ...signature pages hereto. b. First Closing. The First Closing of the purchase and sale of the First Note shall take place on the Effective Date Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the "First Closing Date"), subject Date"). Subject to the satisfaction (or waiver) of the terms and conditions. In conditions of this Agreement, in respect of the First Closing Date the Buyer shall purchase the First Note in the principal amount of Sixty-Six One Hundred Five Thousand and No/100 United States Dollars (US$66,000.00) (US$105,000.00) for a purchase price of Sixty Hundred Thousand and No/100 United States Dollars (US$60,000.00). (US$100,000.00). Additional Closings of the purchase and sale of the Notes shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the "Additional Closing Dates", collectively, with the First Closing Date, referred to as the "Closing Dates"). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from the Buyer and its respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyer. c. Form of Payment. On each the Closing Date, Date (as defined below), (i) the Buyer shall pay the purchase price set forth on for the face thereof for a Note to be issued and sold to it at the Buyer at such 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 such the Note to the Buyer in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the face thereof, signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. d. Additional Closings. At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing, the Company may request that the Buyer purchase additional Notes hereunder in Additional Closings by written notice to the Buyer, and, subject to the conditions below, the Buyer may, at Buyer's option may purchase such additional Notes in such amounts and at such times as the Buyer and the Company may mutually agree, so long as no default or "Event of Default" (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved by the Buyer, which approval may be given or withheld in the Buyer's sole and absolute discretion. View More
Purchase and Sale of Note. a. Purchase of Notes. Subject Note. On the Closing Date (as defined below), the Company shall issue and sell to the satisfaction (or waiver) of the terms Buyer and conditions of this Agreement, the Buyer agrees to purchase, at each Closing, and the Company agrees to sell and issue to the Buyer, at each Closing, a Note in the amount of the purchase price applicable to each Closing as more specifically set forth below. b. First Closing. The First Closing of the purchase and sale of the First Note ...in a principal amount of One Hundred Forty Six Thousand Six Hundred Sixty Six Dollars and Sixty Six Cents (US$141,999.99 for a purchase price of One Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents (US$133,333.33), shall take place on the Effective Date Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the "First Closing Date"), subject to satisfaction (or waiver) of the terms and conditions. In respect of the First Closing Date the Buyer shall purchase the First Note in the principal amount of Sixty-Six Thousand and No/100 United States Dollars (US$66,000.00) for a purchase price of Sixty Thousand and No/100 United States Dollars (US$60,000.00). Date"). Additional Closings of the purchase and sale of the Notes shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the "Additional Closing Dates", collectively, with the First Closing Date, referred to as the "Closing Dates"). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from the Buyer and its counsel, or in such other manner as is mutually agreed to by the Company and the Buyer. c. Form of Payment. On each Closing Date, (i) the Buyer shall pay the purchase price set forth on the face thereof for a the Note to be issued and sold to the Buyer it at such Closing (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 such Note to the Buyer in the principal amount set forth on the face thereof, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. d. Additional Closings. At Upon mutual consent of the Buyer and the Company, at any time after the First Closing but prior to the maturity date of any of the Notes Note issued in the First Closing, the Company Buyer may request demand that the Buyer purchase Company issue an additional Notes Note hereunder in Additional Closings an additional Closing under the same terms and conditions as the First Note by delivering written notice to the Buyer, and, subject to Company and the conditions below, the Buyer may, at Buyer's option purchase Company shall issue such additional Notes in such amounts and at such times as to the Buyer and the Company may mutually agree, so long as no default or "Event of Default" (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved by the Buyer, which approval may be given or withheld in the Buyer's sole and absolute discretion. Buyer. View More
Purchase and Sale of Note. (a) Sale and Issuance of Notes. 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 a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Notes to... each of the Purchasers are separate sales. (b) Closing; Delivery. (i) The purchase and sale of the Notes shall take place at such time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the "Closing"). (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-9 establishing such Purchaser's exemption from withholding tax.View More
Purchase and Sale of Note. (a) Sale and Issuance of Notes. Note. Subject to the terms and conditions of this Agreement, each the Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each the Purchaser a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A. A at the Closing (as defined below). The purchase price of each the Note shall be equal to 100% of the principal amount of such Note. The Company's agreements with each of the Purchasers... are separate agreements, and the sales of the Notes to each of the Purchasers are separate sales. (b) Closing; Delivery. (i) The purchase and sale of the Notes Note shall take place at the office of the Company, at 11:00 a.m. PDT, on August 6, 2015, or at such other time and place as the Company and the Purchasers Purchaser mutually agree upon, orally or in writing (which time and place are designated as the "Closing"). (ii) At each the Closing, the Company shall deliver to each the Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, Company and (2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-9 establishing such Purchaser's exemption from withholding tax. Note. View More
Purchase and Sale of Note. (a) Sale and Issuance of Notes. 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 a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Notes to... each of the Purchasers are separate sales. (b) Closing; Delivery. (i) The initial purchase and sale of the Notes shall take place on the date hereof or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the "Closing"). "Initial Closing"). In the event there is more than one closing, the term "Closing" shall apply to each such closing, unless otherwise specified herein. In the event there is more than one closing, Exhibit A and Exhibit B shall be amended and updated as needed and the term "Closing" shall apply to each such closing, unless otherwise specified herein. (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank account designated by the Company, (2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-9 establishing such Purchaser's exemption from withholding tax. tax, which forms are attached to this Agreement as Exhibit C. (iii) The Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a "Purchaser" for purposes of this Agreement, and any notes and so acquired such additional purchaser shall be deemed to be "Notes" and "Securities" as applicable. View More
Purchase and Sale of Note. (a) Sale and Issuance of Notes. 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 a Note in the principal amount set forth opposite such Purchaser's name on Exhibit Exhibits A. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the... Notes to each of the Purchasers are separate sales. (b) Closing; Delivery. (i) Closing. The purchase and sale of the Notes Notes, in an aggregate amount of five million dollars ($5,000,000), to the Purchasers shall take place at the offices of Ropes & Gray LLP, 1900 University Ave., 6th Floor, East Palo Alto, California, at 10:00 a.m., on September 29, 2014 or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the "Closing"). (ii) (c) Delivery. At each the Closing, the Company shall issue and deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefor (in the amount set forth opposite such Purchaser's name on Exhibits A) by check payable to the Company or by wire transfer to a bank designated by the Company, Company and (2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-9 establishing such Purchaser's exemption from withholding tax. Note. View More
Purchase and Sale of Note. a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000.00 ("Purchase Price"). b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, simultaneously with delivery of the Note, an...d (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with 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 closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") 2. Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Company that: a) Investment Purpose. Purchaser is acquiring the Note and the Conversion Shares (collectively, the "Securities") for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations herein, Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws. 1 b) Accredited Investor Status. The Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor").View More
Purchase and Sale of Note. a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000.00 $141,000.00 ("Purchase Price"). In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 237,500 shares of its common stock (the "Commitment Shares"), as further provided in the Note. The Commitment Shares shall be ...deemed earned in full as of the Closing Date. b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, instructions as provided in the disbursement authorization dated September 12, 2019 and signed by the Company (the "Disbursement Authorization"), simultaneously with delivery of the Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery of such Purchase Price. c) Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 8 and Section 7 9 below, the closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") 1 2. Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Company that: a) Investment Purpose. Purchaser is acquiring the Note Note, Commitment Shares, and the Conversion Shares (collectively, the "Securities") for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations herein, Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws. 1 b) Accredited Investor Status. The Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor"). View More
Purchase and Sale of Note. a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000.00 $58,000.00 ("Purchase Price"). b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, instructions as provided i...n the disbursement authorization dated November 6, 2019 and signed by the Company (the "Disbursement Authorization"), simultaneously with delivery of the Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery of such Purchase Price. c) Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 8 and Section 7 9 below, the closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") 2. Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Company that: a) Investment Purpose. Purchaser is acquiring the Note and the Conversion Shares (collectively, the "Securities") for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations herein, Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws. Securities Purchase Agreement – OPVS, T4, 2019-11-06 1 b) Accredited Investor Status. The Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor"). View More
Purchase and Sale of Note. a) Purchase of Note. Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000.00 $112,250.00 ("Purchase Price"). Further, Company shall issue to Buyer as a commitment fee, a common stock purchase warrant for the purchase of 50,000 shares of the Company's common stock (the "Warrant") pursuant to the terms in the Warrant. The shares of the ...Company's common stock into which the Note is convertible into and the Warrant is exercisable into shall collectively be referred to herein as the "Conversion Shares". b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, instructions as provided in the disbursement authorization dated January 10, 2020 and signed by the Company (the "Disbursement Authorization"), simultaneously with delivery of the Note, Note and Warrant, and (ii) the Company shall deliver such Note and Warrant duly executed on behalf of the Company to the Purchaser, simultaneously with delivery of such Purchase Price. c) Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 8 and Section 7 9 below, the closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") 1 2. Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Company that: a) Investment Purpose. Purchaser is acquiring the Note Note, Warrant, and the Conversion Shares (collectively, the "Securities") for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws; provided, however, by making the representations herein, Purchaser does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws. 1 b) Accredited Investor Status. The Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor"). View More
Purchase and Sale of Note. a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000 ("Purchase Price"). b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, simultaneously with delivery of the Note, and (...ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with 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 closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") at the offices of Purchaser's counsel.View More
Purchase and Sale of Note. a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000 $156,500.00 ("Purchase Price"). b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, simultaneously with delivery of the... Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with 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 closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") at the offices of Purchaser's counsel. d) Loan Fee: In consideration for Purchaser making the loans evidenced by the Note, the Company shall issue to the Purchaser one hundred thousand (100,000) shares of Common Stock of the Company ("Shares", and together with the Note and Conversion Shares, the "Securities"). The Shares shall be duly authorized, validly issued, full paid, non-assessable, and free from all taxes, liens, claims, encumbrances and restrictions (other than applicable securities laws) and shall be issued and delivered to Purchaser within three (3) business days following the Closing Date. View More
Purchase and Sale of Note. a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000 $170,750.00 ("Purchase Price"). Further, the Company shall issue warrants to Purchaser to purchase 62,500 shares of common stock. b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the Company,... in accordance with the Company's written wiring instructions, simultaneously with delivery of the Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with 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 closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") at the offices of Purchaser's counsel. View More
Purchase and Sale of Note. a) (a) Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Note for an aggregate purchase price of $100,000 $105,750.00 ("Purchase Price"). b) I n connection with the issuance of the Note, prior to the Closing Date the Company shall issue warrants to Purchaser to purchase 187,500 shares of common stock. (b) Form of Payment. On the Closing Date (i) the Purchaser shall pay the Purcha...se Price by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, simultaneously with delivery of the Note, and (ii) the Company shall deliver such Note duly executed on behalf of the Company to the Purchaser, simultaneously with delivery of such Purchase Price. c) (c) Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the first business day following the date hereof or such other mutually agreed upon time (the "Closing Date") at the offices of Purchaser's counsel. View More
Purchase and Sale of Note. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue, a Note in the principal amount of $307,500 (the "Principal Amount").
Purchase and Sale of Note. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue, a Note in the principal amount of $307,500 $375,000 (the "Principal Amount").
Purchase and Sale of Note. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue, a Note in the principal amount of $307,500 $160,000 (the "Principal Amount").
Purchase and Sale of Note. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue, a Note in the principal amount of $307,500 $337,500 (the "Principal Amount").
Purchase and Sale of Note. On the first business day following the satisfaction of all of the conditions precedent set forth below (the "Closing Date"), the Company shall sell, and the Investor shall purchase, a Note in the principal amount of $750,000 on the terms and conditions and in reliance on the Company's representations and warranties, all as set forth herein. The Note shall be in the form attached hereto as Exhibit A. (b) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, ...on the Closing Date, (i) the Investor shall deliver to the Company the principal amount of the Note to be issued and sold to the Investor; provided, however, that the Investor shall deduct a commitment fee in the amount of $75,000.00 from the proceeds of the Note (to be payable to YA Global II SPV LLC as designee of the Investor) and any other deductions of payments to be made on behalf of the Company as agreed upon between the parties and set out on a signed closing statement (the "Closing Statement"), and (ii) the Company shall deliver to the Investor, the Note duly executed on behalf of the Company. (c) Conditions Precedent. The obligation of the Investor hereunder to purchase the Note pursuant hereto is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion: (i) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a "Material Adverse Effect," where "Material Adverse Effect" shall mean any condition, circumstance, or situation that may result in, or reasonably be expected to result in (1) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (2) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (3) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under this Agreement; (ii) The Company's common stock ("Common Stock") shall be authorized for quotation or trading on the NASDAQ Stock Market, the NYSE Euronext, the New York Stock Exchange, or the OTCQX, OTCQB, or OTC Pink marketplaces of the OTC Markets Group, whichever is at the time the principal trading exchange or market for the Common Stock (the "Principal Market") and trading in the Common Stock shall not have been suspended for any reason; (iii) The Company is not in material default nor aware of any potential material default with any of its lenders, except as has been disclosed in the Company's filings with the United States Securities and Exchange Commission (the "SEC"); (iv) The Company has received all necessary authorizations to sell the Note to the Investor; and (v) The parties have signed a Closing Statement in an agreed upon form. (d) In the event that the Closing Date has not occurred by December 31, 2016, the Investor may terminate this Agreement.View More
Purchase and Sale of Note. On The Investor shall purchase, and the first Company shall sell, the Note in the aggregate principal amount of $275,000, which shall be purchased for 100% of the face amount of the Note. The purchase and sale of the Note will occur within 2 business day following days of the date hereof (the "Closing" and the date of the Closing shall be referred to as the "Closing Date"), subject to the satisfaction of all of the conditions precedent set forth below (the "Closing Date"), the Company shall sell..., and the Investor shall purchase, a Note in the principal amount of $750,000 on the terms and conditions and in reliance on the Company's representations and warranties, all as set forth herein. The Note shall be in the form attached hereto as Exhibit A. below. (b) Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Investor shall deliver to the Company the principal amount of the Note to be issued Note, and sold (ii) the Company shall deliver to the Investor; provided, however, Investor, the Note duly executed on behalf of the Company in the principal amount so purchased. The parties agree that that at the Closing the Investor shall deduct a commitment fee in the amount of $75,000.00 $25,000 from the proceeds of the Note (to be payable to YA Global II SPV LLC as designee of the Investor) and any other deductions of payments to be made on behalf of the Company as agreed upon between the parties and set out on a signed closing statement (the "Closing Statement"), and (ii) the Company shall deliver Statement"). (c) Conditions Precedent to the Investor, the Note duly executed on behalf of the Company. (c) Conditions Precedent. Closing. The obligation of the Investor hereunder to purchase the Note pursuant hereto at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion: (i) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a "Material Adverse Effect," where "Material Adverse Effect" shall mean any condition, circumstance, or situation that may result in, or reasonably be expected to result in (1) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (2) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (3) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under this Agreement; Agreement, the Note, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the "Transaction Documents"). (ii) The Company's common stock ("Common Stock") shall be authorized for quotation or trading on the NASDAQ Stock Market, the NYSE Euronext, the New York Stock Exchange, or the OTCQX, OTCQB, or OTC Pink marketplaces OTCQB of the OTC Markets Group, whichever is at the time the principal trading exchange or market for the Common Stock Group (the "Principal Market") and trading in the Common Stock shall not have been suspended for any reason; (iii) The Company is not in material default nor aware of any potential material default with any of its lenders, lenders (including any holders of its convertible debentures), except as has been disclosed in the Company's filings with the United States Securities and Exchange Commission (the "SEC"); (iv) The Company has received all necessary authorizations required to issue and sell the Note to the Investor; and (v) The parties have signed a Closing Statement with respect to the Closing in an agreed upon form. (d) In form; and (vi) The Company shall have obtained the event that agreement of Redwood Management LLC, RDW Capital LLC, Redwood Fund II, LLC and Redwood Fund III, Ltd. (collectively the Closing Date has not occurred by December 31, 2016, "Redwood Parties") to transfer 20,000,000 shares of common stock which were reserved for the Redwood Parties to the Investor may terminate this Agreement. or Hudson Street, LLC, or an affiliate of either such entities (the "YA Parties"), and its transfer agent shall have executed its acknowledgement and agreement to follow such instructions. View More
Purchase and Sale of Note. 2.1 Notes and Consideration. In exchange for the Consideration paid by the Purchaser, the Company will sell and issue to the Purchaser one or more Notes. Each Note will have a principal balance equal to that portion of the Consideration paid by the Purchaser for such Note, as set forth opposite the Purchaser's name on the signature page hereto. 2.2 Maturity. Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest shall become ful...ly due and payable on July 29, 2022. 2.3 Interest Rate. The Notes shall bear interest at a rate equal to six percent (6.00%) per annum, payable on a quarterly basis. 2.4 Interest Payment Dates. The Company will pay to each Record Noteholder interest on the principal amount of the Notes quarterly in arrears on October 29, January 29, April 29 and July 29, of each year, beginning on October 29, 2020.View More
Purchase and Sale of Note. 2.1 Notes and Consideration. In exchange for the Consideration paid by the Purchaser, the Company will sell and issue to the Purchaser one or more Notes. Each Note will have a principal balance equal to that portion of the Consideration paid by the Purchaser for such Note, as set forth opposite the Purchaser's name on the signature page hereto. 2.2 Maturity. Unless sooner paid in accordance with the terms hereof, the entire unpaid principal amount and all unpaid accrued interest shall become ful...ly due and payable on July 29, 2022. October 15, 2020. 2.3 Interest Rate. The Notes shall bear interest at a rate equal to six percent (6.00%) per annum, payable on a quarterly basis. 2.4 Interest Payment Dates. The Company will pay to each Record Noteholder interest on the principal amount of the Notes quarterly in arrears on October 29, January 29, April 29 December 27, March 27, June 27 and July 29, September 27, of each year, beginning on October 29, December 27, 2020. View More
Purchase and Sale of Note. Upon the terms and subject to the conditions of this Agreement, Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from Company an unsecured convertible promissory note with a stated principal amount of Five Hundred Thousand United States Dollars (US$500,000) in the form attached hereto as Exhibit A (as may be amended or modified by agreement in writing between Purchaser and Company from time to time, the "Note").
Purchase and Sale of Note. Upon the terms and subject to the conditions of this Agreement, Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from Company an unsecured convertible promissory note with a stated principal amount of One Million Five Hundred Thousand United States Dollars (US$500,000) ($1,500,000 USD) in the form attached hereto as Exhibit A (as may be amended or modified by agreement in writing between Purchaser and Company from time to time, the "Note").
Purchase and Sale of Note. a. Purchase of Note. On the Closing Date, the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company, the Note. The Company shall also be caused to be issued 400,000 shares of restricted Common Stock as additional consideration for the purchase of the Note (the "Commitment Shares"). b. Form of Payment. The Note shall contain an original issue discount of $17,500 such that the purchase price for the Note shall be $158,000 (the "Purchase Price"). On the Closing... Date the Buyer shall pay 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, and the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. c. Closing Date. The closing of the transactions contemplated by this Company Initials Agreement (the "Closing") shall occur on the Closing Date immediately following the execution of this Agreement via the exchange of electronic documents, wire transfer and other actions as required to effect the transactions contemplated herein (the "Transactions").View More
Purchase and Sale of Note. a. Purchase of Note. On the Closing Date, the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company, the Note. The Company shall also be caused to be issued 400,000 1,155,000 shares of restricted Common Stock as additional consideration for the purchase of the Note (the "Commitment Shares"). b. Form of Payment. The Note shall contain an original issue discount of $17,500 $10,000 such that the purchase price for the Note shall be $158,000 $105,000 (the "Purch...ase Price"). On the Closing Date the Buyer shall pay 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, and the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. ___________ Company Initials c. Closing Date. The closing of the transactions contemplated by this Company Initials Agreement (the "Closing") shall occur on the Closing Date immediately following the execution of this Agreement via the exchange of electronic documents, wire transfer and other actions as required to effect the transactions contemplated herein (the "Transactions"). View More
