Purchase and Sale of Note Clause Example with 12 Variations from Business Contracts
This page contains Purchase and Sale of Note clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Purchase and Sale of Note" Clause from Business Contracts
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. Purchase of Notes. Notes and Warrants. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer each Buyer, severally and not jointly, agrees to purchase, at each Closing, and Company agrees to sell and issue to the Buyer, Buyers, at each Closing, a Note in the principal amount of the purchase price applicable to each Closing and a related Warrant as more specifically set forth below. b. First Closing. The First Closing of the purchase and sale of the F...irst Note Notes in an aggregate principal amount of Four Million Two Hundred Thirty Thousand and No/100 United States Dollars (US$4,230,000.00), and Warrants for an aggregate purchase price of Three Million Five Hundred and Twenty Five Thousand No/100 United States Dollars (US$3,525,000.00), Five Hundred and Seventy Five Thousand No/100 United States Dollars (US$575,000.00) of which was funded to the Company prior to the date hereof, and 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 each Buyer shall purchase the (i) a First Note in the principal amount set forth opposite such Buyer's name in column (3) on the Schedule of Sixty-Six Thousand and No/100 United States Dollars (US$66,000.00) Buyers attached hereto for (x) a purchase price set forth opposite such Buyer's name in column (4) on the Schedule of Sixty Thousand Buyers hereto, or (y) in the case of each Prior Series Holder, the surrender of a Series Note in respect of which the amount owing thereunder is forth opposite such Prior Series Holder's name in column (4) on the Schedule of Buyers hereto, and No/100 United States Dollars (US$60,000.00). (ii) a Warrant initially entitling the applicable Buyer to purchase a number of shares of Common Stock equal to the principal amount of such Buyer's First Note divided by the closing price of the Common Stock on the Trading Day immediately prior the First Closing Date. Additional Closings Closings, if any, of the purchase and sale of the Notes and Warrants 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 mails, electronic email and subject to customary escrow instructions from the Buyer Buyers and its their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyer. Buyers. -2- c. Form of Payment. On each Closing Date, (i) the each Buyer shall pay the purchase price set forth on the face thereof for a Note and Warrant to be issued and sold to the such 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 such Buyer in the principal amount set forth on the face thereof, thereof and (ii) against delivery of the related Warrant or in the case of the Prior Series Holder, surrender of such Prior Series Holder's Series Note to the Company, and the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the such Buyer, against delivery of such Purchase Price. Price or surrender of such Series Note. d. Additional Closings. At Provided that the Maximum Amount shall be sufficient in respect of such additional Notes, 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 Buyers purchase additional Notes hereunder in Additional Closings by written notice to the each Buyer, and, subject to the conditions below, the each Buyer may, at Buyer's option shall purchase such additional Notes in such amounts and at such times as the such 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 each Buyer participating in the Buyer, Additional Closing, which approval may be given or withheld in the such 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 Three Hundred and Seventy Eight Thousand and No/100 United States Dollars (US$378,000,000) for a purchase price of Three Hundred and Fifty Thousand and 00/100 United States Dollars (US$350,000), 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 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. 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 United States Dollars (US$ ) for a purchase price of United States Dollars (US$ ), 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 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. 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 Two Hundred Sixteen Thousand and No/100 United States Dollars (US$216,000) for a purchase price of Two Hundred Thousand and 00/100 United States Dollars (US$200,000), 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 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. 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 and Sixty Two Thousand and No/100 United States Dollars (US$162,000,000) for a purchase price of One Hundred and Fifty Thousand and 00/100 United States Dollars (US$150,000), 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 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. Purchase of Notes. Subject Note. On each 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 such principal amount of Note as is set forth in the amount Schedule of the purchase price applicable to each Closing as more specifically set forth below. Buyer attached... hereto, which is incorporated herein by reference. b. First Closing. The First Closing of the purchase and sale of the First Note in an aggregate principal amount of Two Hundred Seventy-Five Thousand and No/100 United States Dollars (US$275,000.00) for an aggregate purchase price of Two Hundred Fifty Thousand and No/100 United States Dollars (US$250,000.00), shall take place on the Effective Date Execution 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 Date, Buyer shall purchase the a First Note in the principal amount set forth opposite such Buyer's name in column (3) on the Schedule of Sixty-Six Thousand and No/100 United States Dollars (US$66,000.00) Buyer attached hereto for a purchase price set forth opposite such Buyer's name in column (4) on the Schedule of Sixty Thousand and No/100 United States Dollars (US$60,000.00). Buyer hereto. Additional Closings of the purchase and sale of the Notes Note 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"). Dates" and each a "Closing Date"). 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 their respective 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 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 set forth on the face thereof, Schedule of Buyer attached 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 Note 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 set forth in Section 7 below, the Buyer may, at Buyer's option may purchase such additional Notes in such amounts and at such times as the such 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 such Buyer participating in the Buyer, Additional Closing, which approval may be given or withheld in the such 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 each 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 such principal amount of Note as is set forth in the amount Schedule of the purchase price applicable to each Closing as more specifically set forth below. Buyer attached... hereto, which is incorporated herein by reference. b. First Closing. The First Closing of the purchase and sale of the First Note in an aggregate principal amount of Fifty-Five Thousand and No/100 United States Dollars (US$55,000.00) for an aggregate purchase price of Fifty Thousand and No/100 United States Dollars (US$50,000.00), shall take place on the Effective Date Execution 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 Date, Buyer shall purchase the a First Note in the principal amount set forth opposite such Buyer's name in column (3) on the Schedule of Sixty-Six Thousand and No/100 United States Dollars (US$66,000.00) Buyer attached hereto for a purchase price set forth opposite such Buyer's name in column (4) on the Schedule of Sixty Thousand and No/100 United States Dollars (US$60,000.00). Buyer hereto. Additional Closings of the purchase and sale of the Notes Note 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"). Dates" and each a "Closing Date"). 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 their respective 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 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 set forth on the face thereof, Schedule of Buyer attached 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 Note 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 set forth in Section 7 below, the Buyer may, at Buyer's option may purchase such additional Notes in such amounts and at such times as the such 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 such Buyer participating in the Buyer, Additional Closing, which approval may be given or withheld in the such 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 in a principal amount of One Hundred Sixty-Eight Thousand and No/100 United States Dollar...s (US$168,000.00) for a purchase price of One Hundred Fifty Thousand and No/100 United States Dollars (US$150,000.00), 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. 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 and the Company participating in the Additional Closing, which approval may be given or withheld in each of the Buyer's and the Company's sole and absolute discretion. View More
