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 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. In connection with the funding of the First Tranche (as defined herein) of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 137,500 shares of its... common stock (the "Returnable Shares"), as further provided in the Note. The Returnable Shares shall be deemed earned in full as of the Closing Date. In connection with the funding of the First Tranche of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 100,000 shares of its common stock (the "Commitment Shares"). The Commitment Shares shall be deemed earned in full as of the Closing Date. 1 b. Form of Payment. On or around 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) of $200,000.00 (the "Purchase Price") for the first tranche of $220,000.00 under the Note (the "First Tranche"), by wire transfer of immediately available funds to the Company, funds, 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) (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, 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 7 and Section 7 8 below, the date and time of the issuance and sale of the First Tranche of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , March 23, 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 $680,400.00 (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 $12,000.00 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 e. Warrants; Commitment Shares. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 1,134,000 shares of the Company's common stock (the "First Warrant") and a common stock purchase warrant to Buyer to purchase 851,000 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 Warrants. On or before the Closing Date, the Company shall issue 83,160 shares of the Company's common stock (the "Commitment Shares") to the Buyer, which shall be earned in full as of the Closing Date. 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, a warrant to purchase up to 14,189,502 shares of the Company's common stock pursuant to the terms therein, provided, however, t...hat at the time of Buyer's funding of each additional tranche under the Note, the warrant share amount shall increase by the quotient of 100% of the face value of the respective tranche and 110% multiplied by the VWAP 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 $50,000.00 (the "Purchase Price") for the first tranche of $65,555.50 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 terms of the Buyer's name on Note. In the signature pages hereto, and (ii) event that Buyer funds additional tranches under the Note, upon mutual consent between the Company and Buyer, then such additional amounts shall deliver such duly executed Note on behalf of be paid in accordance with the Company, to the Buyer, against delivery of such Purchase Price. 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 , February 07, 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
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. At the time of Holder's funding of each tranche under the Note, the Company shall issue to Buyer as a commitment fee, a warrant to purchase an amount of shares of its common stock e...qual to 75% of the face value of each respective tranche divided by $0.50 (for illustrative purposes, the first tranche face value is equal to $65,000.00, which resulted in the issuance of a warrant to purchase 97,500 shares of the Company's common stock) (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 or around 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) of $58,500.00 (the "Purchase Price") for the first tranche of $65,000.00 under the Note, by wire transfer of immediately available funds to the Company, funds, 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) (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, 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 , January 23, 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 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. In connection with the issuance of the First Tranche, the Company shall issue that certain warrant to purchase 253,525 shares of Common Stock to Buyer (the "First Warrant"). On the ...funding date of each respective tranche under the Note, the warrant shares in the First Warrant shall immediately and automatically be increased by the quotient (the "Second Warrant") (together with the First Warrant, the "Warrant") of 50% of the total amount of the respective tranche funded plus the applicable OID (as defined in the Note) divided by the lesser of (i) the closing bid price of the Common Stock on the date of this Agreement and (ii) the closing bid price of the Common Stock on the funding date of the respective tranche. 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 $75,000.00 (the "Purchase Price") for the First Tranche (as defined in the Note) under the Note, by wire transfer of immediately available funds to the Company, funds, in accordance with the Company's written wiring instructions, against delivery of the Note Note, pursuant to the terms of the Note. In the event that Buyer funds additional tranches under the Note, as further described in the principal amount equal to 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 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. 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 , March 29, 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 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. At the time of Holder's funding of each tranche under the Note, the Company shall issue to Buyer as a commitment fee, a warrant to purchase an amount of shares of its common stock e...qual to the face value of each respective tranche divided by $1.18 (for illustrative purposes, the first tranche face value is equal to $50,000.00, which resulted in the issuance of a warrant to purchase 42,372 shares of the Company's common stock) (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 or around 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) of $45,000.00 (the "Purchase Price") for the first tranche of $50,000.00 under the Note, by wire transfer of immediately available funds to the Company, funds, 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) (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, 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 , May 17, 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
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. In connection with the funding of the First Tranche (as defined herein) of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 85,000 shares of its ...common stock (the "Returnable Shares") (as further provided in the Note) and 7,500 shares of its common stock (the "Commitment Shares"). The Returnable Shares and Commitment Shares shall be deemed earned in full as of the Closing Date of the First Tranche. b. Form of Payment. On or around 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) of $153,000.00 (the "Purchase Price") for the first tranche of $170,000.00 under the Note (the "First Tranche"), by wire transfer of immediately available funds to the Company, funds, 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) (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, 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 7 and Section 7 8 below, the date and time of the issuance and sale of the First Tranche of the Note pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , January 30, 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 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. At the time of Holder's funding of each tranche under the Note, the Company shall issue to Buyer as a commitment fee, a warrant to purchase an amount of shares of its common stock e...qual to the face value of each respective tranche divided by $2.00 (for illustrative purposes, the first tranche face value is equal to $40,500.00, which resulted in the issuance of a warrant to purchase 20,250 shares of the Company's common stock) (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 or around 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) of $36,500.00 (the "Purchase Price") for the first tranche of $40,500.00 under the Note, by wire transfer of immediately available funds to the Company, funds, 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 Buyer. If the Buyer decides to pay, in their sole discretion, additional amounts (additional tranches) under the Note, as further described in the Note, 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 , December 3, 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. Note and Warrants. 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 two common stock purchase warrants to Buyer allowing the Buyer to purchase 1,411,764 shares of the Company's common stock (separately, "Warrant... A" and "Warrant B", and together, the "Warrants" and each a "Warrant") with Warrant A being a commitment fee of 705,882 shares of Common Stock, and Warrant B being fully earned upon issuance as an additional commitment fee of 705,882 shares of Common Stock, provide that Warrant B is returnable to the Company upon the repayment of the Note, as an additional incentive for the repayment of the Note, and further upon the terms and subject to the limitations and conditions set forth in such 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 (each a "Closing Date") shall be in two closings. The first closing, which shall be in the amount of $100,000 shall be at 12:00 noon, Eastern Standard Time on or about , September 22, 2020, or such other mutually agreed upon time. time, the second closing, for the purchase and sale of the $500,000 balance of the Note shall occur on October 19, 2020. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the each 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 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, a warrant to purchase up to 6,968,411 shares of the Company's common stock pursuant to the terms therein, provided, however, th...at at the time of Buyer's funding of each additional tranche under the Note, the warrant share amount shall increase by the quotient of 100% of the face value of the respective tranche and 110% multiplied by the VWAP 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 $100,000.00 (the "Purchase Price") for the first tranche of $121,111.00 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 terms of the Buyer's name on Note. In the signature pages hereto, and (ii) event that Buyer funds additional tranches under the Note, upon mutual consent between the Company and Buyer, then such additional amounts shall deliver such duly executed Note on behalf of be paid in accordance with the Company, to the Buyer, against delivery of such Purchase Price. 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 , May 8, 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
