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, a 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 authoriz...ed 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 underneath such Buyer's name on the signature page hereto (the "Purchase Price") for the Note a 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. -1- 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). e. Warrant; Commitment Shares. On or before the Closing Date, the Company shall issue a common stock purchase warrant to Buyer to purchase [ * ] 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 [ * ] 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 Buyer, and the Buyer agrees to purchase from the Company such principal amount of Company, the Note and Warrant, as is set forth immediately below the Buyer's name on the signature pages hereto. further provided herein. b. Form of Payment. On the Closing Date (as defined below), Date: (i) the Buyer shall pay the purchase price of $1,550,000.00 (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. In the event that Buyer funds additional amounts under the Note, as further provided in the Note, then such 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, 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). e. Warrant Shares. At the time of Buyer's funding of the Note, the Company shall issue to Buyer as a commitment fee, a warrant to purchase 993,590 of shares of its Common Stock (the "Warrant"). On the Closing Date, the Company shall issue the Warrant to the Buyer. The Warrant shall become exercisable upon the Company's receipt of Exchange Approval, as defined immediately below. f. Commitment Shares. Within three (3) business days following approval of the transactions contemplated by this Agreement by the NYSE American ("Exchange Approval"), the Company shall issue the Commitment 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 and the Buyer agrees to purchase the Note from the Company, subject to the express terms of the Note. On the Closing Date, the Company such principal amount shall issue to Buyer as a commitment fee, a warrant to purchase 2,833,168 shares of Note its common stock (all warrants issuable hereunder, including now and in the future, shall be referred to, in the aggregate, as is set forth immedia...tely below the Buyer's name on "Warrant") (all shares of common stock underlying the signature pages hereto. Warrant shall be referred to herein as the "Warrant Shares). b. Form of Payment. On or around the Closing Date (as defined below), (i) the Buyer shall pay the purchase price of $125,000.00 (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, 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 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 31, 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. Notes. On the each 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 o...f 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 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 The date and time of the issuance and sale of the Note Notes pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , June 29, 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. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note. In no event will the Buyer be required to fund the Second Note in cash if (i) the Common Stock has a closing bid price of less than $0.03 per share for at least five consecutive trading days immediately prior to such funding, or (ii) the aggregate dollar trading volume of the Common Stock is less than thirty thousand dollars ($30,000.00) in any five consecutive trading days immediately prior to such funding. If such funding does not occur, the Second Note and the Buyer Note will be immediately cancelled and of no further effect. The Company may reject the funding of the Back End Note by giving 30 day prior written notice. Such notice must be given 30 days prior to the 6 month anniversary of the Back End 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 and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below for an aggregate purchase price of US$110,000.00 ("Purchase Price"). In connection with the Buyer's name issuance of the Note, the Company shall issue to Buyer on the signature pages hereto. Closing Date, as a commitment fee, 127,910 shares of its common stock (the "Returnable S...hares"), as further provided in the Note. The Returnable Shares shall be deemed earned in full as of the Closing Date. The Returnable Shares shall be held by a third party escrow agent, provided, however, that the Returnable Shares must be returned to the Borrower's treasury for cancellation if the Note is fully repaid and satisfied prior to the date which is one hundred eighty (180) days following the Issue Date, subject further to the terms and conditions of the Note. If upon the Maturity Date, the Note has not been paid in full, the escrow agent shall deliver the Returnable Shares to the Buyer. In connection with the issuance of the Note, the Company shall also issue an option to purchase 100,000 shares of the Company's common stock (the "Warrants") for cash at the purchase price of $0.75 per share. 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 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 , March 8, 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 the Note from the Company such principal in the 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), 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 wir...e 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 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. 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. d. Additional Issuances of Notes. The Buyer acknowledges and agrees that the Company shall be permitted to offer and issue up to $550,000 in principal amount worth of additional promissory notes (the "Additional Notes") to accredited investors on the same terms set forth herein and in the Note, provided, that: (i) such Additional Notes shall be issued pursuant to the same forms as this Agreement and the Note and that no modified or additional terms or consideration shall be afforded to the purchasers of the Additional Notes without the same first being offered to the Buyer; (ii) the Additional Notes shall only be issued by the Company in the principal amount of $275,000 or a maximum of 2 additional investors (pro-rata); and (iii) the offering by the Company of the Additional Notes shall only extend through January 21, 2015. 1 1A. Issuance Shares. Within ten (10) 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
Purchase and Sale of Note. a. Purchase of Note. Note and the Warrant. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer the Note and the Buyer agrees to shall purchase the Note from the Company such Company, which Note shall have a principal amount of Note as is set forth immediately below in the Buyer's name on recitals to this Agreement, and the signature pages hereto. Warrant to purchase up to 1,000,000 shares of Common Stock, subject to adjustment as provided therein. The Agreement,... the Note, the Warrant and those other documents executed in connection therewith shall be referred to herein as the "Transaction Documents." 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) Warrant in the amount of US$675,000 (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 and the principal amount equal to the Purchase Price Warrant as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the described herein. The Company shall deliver (i) on the Closing Date, such duly executed Note and the Warrant, and (ii) within sixty (60) days following the Closing Date, the Commitment Fee Shares (as defined herein), in each case 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 , the date hereof, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by remote exchange of documents, or 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 120% of the closing price of the Common Stock on the Trading Day immediately preceding the closing 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 $35,000.00 (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. 1 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 , September 11, 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. Notes. On the each 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. __________ Company Initials 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 "Purchas...e 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 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 The date and time of the issuance and sale of the Note Notes pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern Standard Time on or about , April 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. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note. In no event will the Buyer be required to fund the Second Note in cash if (i) the Common Stock has a closing bid price of less than $0.045 per share for at least five consecutive trading days immediately prior to such funding, or (ii) the aggregate dollar trading volume of the Common Stock is less than forty thousand dollars ($40,000.00) in any five consecutive trading days immediately prior to such funding. If such funding does not occur, the Second Note and the Buyer Note will be immediately cancelled and of no further effect. 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 Buyers and the Buyer agrees to Buyers agree to, severally and not jointly, purchase from the Company such principal amount of Note as is set forth immediately below the each Buyer's name on the signature pages hereto. hereto, subject to the express terms of the Note. In connection with the funding of the Note, the Company shall issue to each Buyer, pro-rata according to the principal amount... of the Note purchased, on the Closing Date, as a commitment fee, a portion of 705,000 shares of restricted 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 or around the Closing Date (as defined below), (i) the Buyer Buyers shall pay the aggregate purchase price for the Note of up to be issued and sold to it at the Closing (as defined below) $310,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds to the Company, Company's corporate counsel, in accordance with the Company's written wiring instructions, against delivery of the Note in and the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, Commitment Shares, and (ii) (i) the Company shall deliver such duly executed Note and Commitment Shares on behalf of the Company, to the Buyer, against delivery of such Purchase Price. Buyers. 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 , April 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
