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. The Company shall issue to Buyer as a commitment fee, a warrant to purchase up to 242,222 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 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 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 , February 16, 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. The Company shall issue to Buyer as a commitment fee, a warrant to purchase up to 7,638,092 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") 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 $50,000.00 (the "Purchase Price") for the first tranche of $68,055.40 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 10, 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 $1.50 (for illustrative purposes, the first tranche face value is equal to $55,000.00, which resulted in the issuance of a warrant to purchase 36,666 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 $49,500.00 (the "Purchase Price") for the first tranche of $55,000.00 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 and the Company agree to consummate 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 , February 5, 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 issuance of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 650,000 shares of its restricted common stock (the "Commitmen...t Shares"). In connection with the issuance of the Note, the Company shall also issue a common stock purchase warrant for the purchase of 687,500 shares of the Company's common stock (the "First Warrant") and a common stock purchase warrant for the purchase of 2,062,500 shares of the Company's common stock (the "Second Warrant") (the First Warrant and Second Warrant shall collectively be referred to herein as the "Warrant"), pursuant to the terms therein. The Commitment Shares and Warrant shall be deemed earned in full as of the Closing Date. 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 $342,000.00 (the "Purchase Price") for 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 such Purchase Price. Buyer. 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 , November 1, 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 $5,142,500.00 (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 nonaccountable sum of $25,000.00 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 $100,000.00 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. Warrant. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 50,968,828 shares of the Company's common stock (the "Warrant") upon the terms and subject to the limitations and conditions set forth in such 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. 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 $31,500.00 (the "Purchase Price") for the first tranche of $35,000.00 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 , February 5, 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. 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 additional amounts shall be paid in accordance with the Company's written wiring instructions as well. 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 $283,500.00 (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 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 $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 e. Warrant; Commitment Shares. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 472,500 shares of the Company's common stock (the "Warrant") upon the terms and subject to the limitations and conditions set forth in such Warrant. On or before the Closing Date, the Company shall issue 34,650 shares of the Company's common stock (the "First Shares") to the Buyer, which shall be earned in full as of the Closing Date. On or before the Closing Date, the Company shall issue 157,500 shares of the Company's common stock (the "Second Shares") (the First Shares and Second Shares shall collectively be referred to herein as the "Commitment Shares") to the Buyer, which shall be earned in full as of the Closing Date and subject to the cancellation provisions in the Note. 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$ 125,000.00 (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 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 (i) $5,000.00 from the Purchase Price to cover the Buyer's legal fees in connection with the transactions contemplated by this Agreement, and (ii) $8,750.00 from the Purchase Price to J. H. Darbie & Co., the registered broker-dealer (CRD#: 43520). 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. Warrant. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase 1,736,111 shares of the Company's common stock (the "Warrant") upon the terms and subject to the limitations and conditions set forth in such Warrant. 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 an aggregate of 500,000 shares of the common stock, no par value (th...e "Common Stock") of the Company (separately, "Warrant A" and "Warrant B", and together, the "Warrants" and each a "Warrant") with Warrant A being a commitment fee of 250,000 shares of Common Stock, and Warrant B being fully earned upon issuance as an additional commitment fee of 250,000 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 "Closing Date") shall be at 12:00 noon, Eastern Standard Time on or about , December 28, 2020, 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 Company, the Note in the 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), 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, escrow account established for the Closing with Signature Bank, in accordance with the Company's Signature Bank's written wiring instructions, against delivery of the Note in the principal an amount equal to the Actual Amount of Purchase Price of Note 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, 4:00 PM, Eastern Standard Time on or about , the date first written above, or such other mutually agreed upon time. 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). Concurrently with the Closing, the Company shall be permitted to sell promissory notes identical to the Note to third party investors up to an aggregate additional principal amount (including original issuance discount) of $__________________. 1A. Warrant. On the Closing Date, the Company shall issue and sell to the Buyer and the Buyer agrees to purchase the Warrant from the Company. 1B. Issuance Shares. Within three business days of the Closing Date, the Company shall issue the Issuance Shares to the Buyer. 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 New York, New York are authorized or required by law or executive order to remain closed. View More
