Purchase and Sale of Note Clause Example 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, subject to the express terms of the Note. In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 5,000 shares of its common stock (the "Commitment Shares"). In connect...ion with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 27,777 shares of its common stock (the "Returnable Shares"), as further provided in the Note. The Commitment Shares shall be deemed earned in full as of the Closing Date. The Returnable Shares shall be deemed earned in full as of the Closing Date, provided, however, the Returnable Shares must be returned to the Company's treasury if the Note is (i) fully repaid or fully converted and (ii) satisfied on or prior to the date which is six (6) calendar months following the Issue Date (as defined in the Note), subject further to the terms and conditions of the Note. The Returnable Shares shall have an appropriate legend stating that such shares are subject to return to the Company as provided herein. b. Form of Payment. On or around the Closing Date (as defined below), the Buyer shall pay the purchase price of $230,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds, in accordance with the Company's written wiring instructions, against delivery of the Note, and (i) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 7 and Section 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 16, 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