Purchase and Sale of Note Clause Example with 684 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 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
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 Buyer Buyer, and the Buyer agrees to purchase from the Company such principal amount Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are author...ized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $______________ (the "Purchase Price") for the Note Note, to be issued 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. On the Closing, the Buyer shall withhold a non-accountable sum of $_____________ from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. 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 date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. 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 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 First Note as is set forth immediately below the Buyer's name on the signature pages hereto. hereto, subject to the express terms of the First Note. In connection with the issuance of the First Note, the Company shall issue that certain warrant to purchase 375,000 shares of Common Stock to Buyer (the "First Warrant").... On the funding date of the Second Note, the warrant shares in the First Warrant shall immediately and automatically be increased by the quotient (the "Second Warrant") of $375,000.00 divided by the lesser of (i) 110% multiplied by the closing bid price of the Common Stock on the date of this Agreement and (ii) 110% multiplied by the closing bid price of the Common Stock on the funding date of the Second Note. 1 b. Form of Payment. On the Closing Date (as defined below), (i) Date, the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) of $400,000.00 (the "Purchase Price") for the First Note (with the understanding that Buyer shall withhold $7,500.00 for its legal fees), by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the First Note, pursuant to the terms of the Note. At the time that Buyer funds the Second Note in cash, as further described in the principal amount equal to Second Note, then such additional amounts shall be paid in accordance with the Purchase Price Company's written wiring instructions as is set forth immediately below well (with the Buyer's name on the signature pages hereto, and (ii) the Company understanding that Buyer shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. withhold $7,500.00 for its legal fees). 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, 5:00 P.M., Eastern Standard Time on or about , March 10, 2017, 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 Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are author...ized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $____________(the "Purchase Price") for the Note Note, to be issued 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. On the Closing, the Buyer shall withhold a non-accountable sum of $___________ from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. 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 date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. 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 Note. On the Closing Date (as defined below), Date, the Company shall issue and sell to the Buyer Buyer, and the Buyer agrees to purchase from the Company such principal amount Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are ...authorized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $650,000.00 (the "Purchase Price") for the Note Note, to be issued 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 on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing Date, the Buyer shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. On the Closing Date, the Company shall pay $50,000.00 to Auctus Fund Management, LLC ("Auctus Management") to cover the Holder's due diligence, monitoring, and other transaction costs incurred for services rendered in connection herewith (the "Transaction Expense Amount"). The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management on the Closing Date. 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 date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. 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. Warrants. On the Closing Date, the Company shall issue the first common stock purchase warrant to Buyer to purchase 4,333,333 shares of the Company's common stock (the "First Warrant") upon the terms and subject to the limitations and conditions set forth in such First Warrant as well as issue the second common stock purchase warrant to Buyer to purchase 4,333,333 shares of the Company's common stock (the "Second Warrant", and collectively with the First Warrant, the "Warrants") upon the terms and subject to the limitations and conditions set forth in such Second Warrant. 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, the Note, as further provided herein. In connection with the funding of the Note, the Company such principal amount of Note as is set forth immediately below the Buyer's name shall issue to Buyer on the signature pages hereto. Closing Date, as a commitment fee, 6,000,000 shares of the Company's common stock (the "Commitment Shares").... The Commitment Shares shall be deemed earned in full as of the Closing Date. In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 29,852,143 shares of the Company's common stock (the "Returnable Shares") as further provided in the Note. The Returnable Shares must be returned by the Buyer to the Company's treasury (with the understanding that the Company shall pay all costs associated with the return the Returnable Shares to the Company's treasury) if the Note is fully repaid and satisfied within one hundred eighty (180) calendar days following the Issue Date (as defined in the Note), subject further to the terms and conditions of this Note. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $500,000.00 (the "Purchase Price") for the Note Note, to be issued 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 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. -1- 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). 1A. Commitment Shares and Returnable Shares. On or before the Closing Date, the Company shall issue the Commitment Shares and Returnable Shares to the Buyer. 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 Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are author...ized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $300,000.00 (the "Purchase Price") for the Note Note, to be issued 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 on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing Date, the Buyer shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. On the Closing Date, the Company shall pay $30,000.00 to Auctus Fund Management, LLC ("Auctus Management") to cover the Holder's due diligence, monitoring, and other transaction costs incurred for services rendered in connection herewith (the "Transaction Expense Amount"). The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management on the Closing Date. 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 date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. 1 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). 1A. Warrants. On or before the Closing Date, the Company shall issue the first common stock purchase warrant to Buyer to purchase 150,000,000 shares of the Company's common stock (the "First Warrant") upon the terms and subject to the limitations and conditions set forth in such First Warrant as well as issue the second common stock purchase warrant to Buyer to purchase 150,000,000 shares of the Company's common stock (the "Second Warrant", and collectively with the First Warrant, the "Warrants") upon the terms and subject to the limitations and conditions set forth in such Second Warrant. 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 Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are author...ized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $400,000.00 (the "Purchase Price") for the Note Note, to be issued 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 Warrants on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold a non-accountable sum of $7,000.00 from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. 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 date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. 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. Warrants. On or before the Closing Date, the Company shall issue the first common stock purchase warrant to Buyer to purchase 161,616 shares of the Company's common stock (the "First Warrant") upon the terms and subject to the limitations and conditions set forth in such First Warrant as well as issue the second common stock purchase warrant to Buyer to purchase 161,616 shares of the Company's common stock (the "Second Warrant", and collectively with the First Warrant, the "Warrants") upon the terms and subject to the limitations and conditions set forth in such Second Warrant. 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. hereto, subject to the express terms of the Note. The Company shall issue to Buyer, as a commitment fee at the time that the Purchase Price (as defined below) with respect to the first tranche of $570,555.72 under the Note is funde...d by the Buyer, a warrant to purchase up to 216,120 shares of the Company's common stock pursuant to the terms therein, provided, however, that at the time of Buyer's funding of each additional tranche under the Note, the warrant share amount shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the volume weighted average price of the Common Stock on the trading day immediately prior to the funding date of the respective tranche (all warrants issuable hereunder, including now and in the future, shall be referred to, in the aggregate, as the "Warrant"). b. Form of Payment. On the Closing Date (as defined below), (i) Date, the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) of $500,000.00 (the "Purchase Price") for the first tranche of $570,555.72 under the Note, by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, instructions against delivery delivery, of the Note in the principal amount equal Note, pursuant 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 terms of the Company, to Note. In the Buyer, against delivery of event that Buyer funds additional tranches under the Note, in Buyer's sole discretion, then such Purchase Price. additional amounts shall be paid in accordance with the Company's written wiring instructions as well. 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, 5:00 P.M., Eastern Standard Time on or about , June 6, 2018, 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 Company, the Note, as further provided herein. As used in this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of Note as is set forth immediately below the Buyer's name on the signature pages hereto. New York, New York are author...ized or required by law or executive order to remain closed. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of$282,000.00 (the "Purchase Price") for the Note Note, to be issued 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 on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing Date, the Buyer shall withhold a non-accountable sum of $7,000.00 from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement. On the Closing Date, the Company shall pay $25,000.00 to Auctus Fund Management, LLC ("Auctus Management") to cover the Holder's due diligence, monitoring, and other transaction costs incurred for services rendered in connection herewith (the "Transaction Expense Amount"). The Transaction Expense Amount shall be offset against the proceeds of the Note and shall be paid to Auctus Management on the Closing Date. 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 date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement. 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. Warrants. On or before the Closing Date, the Company shall issue the first common stock purchase warrant to Buyer to purchase 62,667 shares of the Company's common stock (the "First Warrant") upon the terms and subject to the limitations and conditions set forth in such First Warrant as well as issue the second common stock purchase warrant to Buyer to purchase 62,667 shares of the Company's common stock (the "Second Warrant", and collectively with the First Warrant, the "Warrants") upon the terms and subject to the limitations and conditions set forth in such Second Warrant. 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 16,000,000 shares of the Company's common stock (the "First Warrant") as a commitment fee upon the terms and ...subject to the limitations and conditions set forth in such First Warrant. In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 15,000,000 shares of the Company's common stock (the "Second Warrant") as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Second Warrant. In connection with the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 8,000,000 shares of the Company's common stock (the "Third Warrant") as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant (the First Warrant, Second Warrant, and Third Warrant shall collectively be referred to herein as the "Warrants"). 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 , May 31, 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
