Purchase and Sale of Note Clause Example with 5 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 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
Variations of a "Purchase and Sale of Note" Clause from Business Contracts
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 $58,250.00 ("Purchase Price"). In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Purchaser to purchase 175,000 shares of the Company's common stock (the "Warrant") as a commitment fee upon the terms and subject to the limit...ations and conditions set forth in such Warrant. In connection with the issuance of the Note, the Company shall issue 10,000 shares of the Company's common stock (the "Commitment Shares") as a commitment fee. 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 October 22, 2019 and signed by the Company (the "Disbursement Authorization"), simultaneously with delivery of the Note, 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 and Note, the Conversion Shares Shares, Commitment Shares, Warrant, and Common Stock underlying the Warrant (the "Warrant 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. 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 $100,000.00 $208,000.00 ("Purchase Price"). In connection with the issuance of the Note, prior to the Closing Date (as defined below) the Company shall issue 100,000 shares of restricted common stock to Purchaser as a commitment fee (the "Commitment Shares"), and an additional 137,500 sha...res of restricted common stock to Purchaser (the "Returnable Shares") provided, the Returnable Shares shall be returned to the Company in the event that the Company prepays the Note (in accordance with the terms of the Note). In the event the Company fails to prepay the Note the Returnable Shares shall not be returned to the Company. 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 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. 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
