Purchase and Sale of Note Clause Example from Business Contracts

Purchase and Sale of Note. a. Purchase of Note. On each 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 in the Schedule of 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 aggreg...ate purchase price of Two Hundred Fifty Thousand and No/100 United States Dollars (US$250,000.00), shall take place on the Execution Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the "First Closing Date"). Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of the First Closing Date, Buyer shall purchase a First Note in the principal amount set forth opposite such Buyer's name in column (3) on the Schedule of Buyer attached hereto for a purchase price set forth opposite such Buyer's name in column (4) on the Schedule of Buyer hereto. Additional Closings of the purchase and sale of the 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" 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 Buyer and 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 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 set forth on the 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 the Note issued in the First Closing, the Company may request that Buyer purchase additional Notes hereunder in Additional Closings by written notice to Buyer, and, subject to the conditions set forth in Section 7 below, Buyer may purchase such additional Notes in such amounts and at such times as 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 Additional Closing, which approval may be given or withheld in such Buyer's sole and absolute discretion. View More