Purchase and Sale of Note Clause Example with 5 Variations from Business Contracts

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 Initial Closing (as defined below) and the Company agrees to sell and issue to each Purchaser (i) a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A. 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 the offices of Perkins Coie LLP, 3150 Porter Drive, Palo Alto, California, at 10:00 a.m., on January, 19 2015, 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. (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 W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax. tax, which forms are attached to this Agreement as Exhibit C. (iii) Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidenced by the Notes equals a total of $500,000, or (B) the date three hundred sixty (360) days from the date hereof, 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 so acquired such by additional purchaser shall be deemed to be "Notes" and "Securities" as applicable. -2- 2. Stock Purchase Agreement. Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser's execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities. 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. 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 applicable Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at such Closing a Note Note, in the form of Exhibit B attached hereto with respect to the Existing Purchasers and in the form of Exhibit C with respect to Helios, in the principal amount set forth opposite such Purchaser's name on Exhibit A. The purchase price of each Note s...hall 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 remotely by the electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement on the date hereof, or in such other manner 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. (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser at such Closing against (1) (A) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (2) (B) delivery of counterpart signature pages to this Agreement and the applicable Note, and (3) (C) delivery of a validly completed and executed IRS Form W-8BEN / W-8BEN-E, IRS Form W-9 or similar form, as applicable, establishing such Purchaser's exemption from withholding tax. tax, which forms are attached to this Agreement as Exhibit D. (iii) The Company shall not sell any additional Notes following the date hereof. 2 2. Stock Purchase Agreement. Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser's execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities. 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