The Notes Contract Clauses (49)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains The Notes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
The Notes. (a) Issuance of Notes. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a convertible promissory note in the form of Exhibit A hereto (each, a "Note" and, collectively, the "Notes") in the principal amount set forth opposite the respective Investor's name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint. (b) Delivery. The sale ...and purchase of the Notes shall take place at a closing (the "Closing") to be held at such place and time as the Company and the Investors may determine (the "Closing Date"). At the Closing, the Company will deliver to each Investor the Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price (set forth on Schedule I hereto (the "Purchase Price"). The Company may conduct one or more additional closings (each, an "Additional Closing") to be held at such place and time as the Company and the Investors participating in such Additional Closing may determine (each, an "Additional Closing Date"). At each Additional Closing, the Company will deliver to each of the Investors participating in such Additional Closing the Note to be purchased by such Investor, against receipt by the Company of the corresponding Purchase Price. Each of the Notes will be registered in such Investor's name in the Company's records. (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes. (d) Payments. The Company will make all cash payments due under the Notes in immediately available funds by 5:00 p.m. eastern time on the date such payment is due at the address for such purpose specified below each Investor's name on Schedule I hereto, or at such other address, or in such other manner, as an Investor or other registered holder of a Note may from time to time direct in writing. View More
Found in TripBorn, Inc. contract
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The Notes. (a) Issuance of Notes. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a convertible promissory note in the form of Exhibit A hereto (each, a "Note" and, collectively, the "Notes") in the principal amount set forth opposite the respective Investor's name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal... amount for all Notes issued hereunder shall not exceed $625,000. (b) Delivery. The sale and purchase of the Notes shall take place at a closing (the "Closing") to be held at such place and time as the Company and the Investors may determine (the "Closing Date"). At the Closing, the Company will deliver to each Investor of the Investors the Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price (set set forth on Schedule I hereto (the "Purchase Price"). The Company may conduct one or more additional closings (each, an "Additional Closing") to be held at such place and time as the Company and the Investors participating in such Additional Closing may determine (each, an "Additional Closing Date"). At each Additional Closing, the Company will deliver to each of the Investors participating in such Additional Closing the Note to be purchased by such Investor, against receipt by the Company of the corresponding Purchase Price. Each of the Notes will be registered in such Investor's name in the Company's records. (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes. (d) Payments. The Company will make all cash payments due under the Notes in immediately available funds by 5:00 1:00 p.m. eastern pacific time on the date such payment is due at the address for such purpose specified below each Investor's name on Schedule I hereto, or at such other address, or in such other manner, as an Investor or other registered holder of a Note may from time to time direct in writing. View More
Found in BioCardia, Inc. contract
The Notes. (a) Issuance of Notes. Subject to all of At the terms and conditions hereof, Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and, subject to all of the terms and conditions hereof, each of the Investors severally agrees to purchase, purchase a convertible promissory note in the form of Exhibit A hereto (each, a "Note" and, collectively, the "Notes") in the principal amount set forth opposite the respective Investor's name on Schedule I hereto. The oblig...ations of the Investors to purchase Notes are several and not joint. (b) Delivery. The sale and purchase of the Notes shall take place at a closing (the "Closing") to be held at such place and time as the Company and the Investors may determine (the "Closing Date"). At the Closing, the Company will deliver to each Investor of the Investors the respective Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price (set set forth on Schedule I hereto (the "Purchase Price"). The Company may conduct one or more additional closings (each, an "Additional Closing") to be held at such place and time as the Company and the Investors participating Company's wire instructions for payment are included in such Additional Closing may determine (each, an "Additional Closing Date"). At each Additional Closing, the Company will deliver to each of the Investors participating in such Additional Closing the Note to be purchased by such Investor, against receipt by the Company of the corresponding Purchase Price. Schedule I. Each of the Notes will be registered in such Investor's name in the Company's records. (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes. (d) Payments. The Company will make all cash payments due under the Notes in immediately available funds by 5:00 p.m. eastern 11:00 a.m. Pacific time on the date such payment is due in the manner and at the address for such purpose specified below each Investor's name on Schedule I hereto, or at such other address, or in such other manner, address as an a Investor or other registered holder of a Note may from time to time direct in writing. (e) Right to Piggyback Registration. Whenever the Company proposes to register any of its securities under the Securities Act of 1933, as amended (other than pursuant to a registration primarily for sales of securities to employees of the Company under Form S-8) or pursuant to S-1 Registration, the Company will give prompt written notice to Investor of its intention to effect such a registration and will use its best efforts to include in such registration all the shares underlying the Note and held by Investor (a "Piggyback Registration") with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of the Company's notice. View More
Found in Bubblr Inc. contract
The Notes. (a) Issuance of Notes. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to purchase, a subordinated convertible promissory note in the form of Exhibit A hereto (each, a "Note" and, collectively, the "Notes") in the principal amount set forth opposite the respective such Investor's name on Schedule I hereto. The obligations of the Investors to purchase Notes are several and not joint. The a...ggregate principal amount for all Notes issued hereunder shall not exceed $25,000,000. (b) Delivery. The closing of the sale and purchase of the Notes (the "Closing") shall take place at a closing (the "Closing") on the later of (i) the second business day following the date on which all conditions to be held at such place the Closing set forth in Sections 5, 6 and time as 7 have been satisfied or waived or (ii) August 3, 2015 (such date, the Company and the Investors may determine (the "Closing Date"). At the Closing, the Company will deliver to each Investor of the Investors the Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price (set set forth on Schedule I hereto (the "Purchase Price"). The Company may conduct one or more additional closings within ninety (90) calendar days of the Closing (each, an "Additional Closing") to be held at such place and time as the Company and the Investors participating in such Additional Closing may determine (each, an "Additional Closing Date"). At each Additional Closing, the Company will deliver to each of the Investors participating in such Additional Closing the Note to be purchased by such Investor, against receipt by the Company of the corresponding Purchase Price. Each of the Notes will be registered in such Investor's name in the Company's records. (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for the Company's working capital and general corporate purposes. (d) Payments. The Company will make all cash payments due under the Notes in United States dollars in immediately available funds by 5:00 4:00 p.m. eastern time on the date such payment is due at the address for such purpose specified below each Investor's name on Schedule I hereto, or at such other address, or in such other manner, as an Investor or other registered holder of a Note may from time to time direct in writing. View More
Found in SecureWorks Corp contract
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The Notes. (a) Issuance of the Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to Lender a Note in the principal amount of $350,000 (the "Principal Amount"), which shall have a maturity date of March 26, 2020 (the "Maturity Date") and accrue interest at the rate of twelve percent (12%) per annum (the "Interest Rate"). (b) Interest Rate Increase. If the Company does not pay the Principal Amount and any and all accrued but unpaid interest by the Maturity Date, th...en the Interest Rate shall increase from 12% to 15% from the Maturity Date onwards. (c) Warrant. If the Company does not pay the Principal Amount and any and all accrued but unpaid interest by November 26, 2019, the sixtieth day after the Issuance Date (as defined in the Note), then the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company's common stock at a purchase price of $0.75 per share. View More
Found in Medovex Corp. contract
The Notes. (a) Issuance of the Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to Lender a Note in the principal amount of $350,000 $150,000 (the "Principal Amount"), which shall have a maturity date of March 26, April 28, 2020 (the "Maturity Date") and accrue interest at the rate of twelve percent (12%) per annum (the "Interest Rate"). (b) Interest Rate Increase. If the Company does not pay the Principal Amount and any and all accrued but unpaid interest by th...e Maturity Date, then the Interest Rate shall increase from 12% to 15% from the Maturity Date onwards. (c) Warrant. If the Company does not pay the Principal Amount and any and all accrued but unpaid interest by November 26, December 28, 2019, the sixtieth day after the Issuance Date (as defined in the Note), then the Company shall issue to Lender a three-year warrant to purchase 400,000 171,429 shares of the Company's common stock at a purchase price of $0.75 per share. View More
Found in Medovex Corp. contract
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The Notes. (a) Issuance of Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, a Note in the principal amount set forth opposite such Investor's name on the signature page hereto. (b) Delivery. The sale and purchase of the Note shall take place at a closing (the "Closing") to be held on the date of this Agreement (the "Closing Date"). At the Closing, the Company will deliver to the Investor the ...Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth on the signature page hereto (the "Purchase Price"). The Purchase Price may be paid by wire using the wire instructions set forth on Exhibit C hereto or by check made out to "Tenon Medical, Inc." and delivered to the Company at Tenon Medical, Inc., Attn: President, 2110 Omega Road Suite F, San Ramon CA 94583. The Note will be registered in such Investor's name in the Company's records. (c) Use of Proceeds. The proceeds of the sale and issuance of the Note shall be used for general corporate purposes. View More
Found in Tenon Medical, Inc. contract
The Notes. (a) Issuance of Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, a Note in the principal amount set forth opposite such Investor's name on the signature page hereto. (b) Delivery. The sale and purchase of the Note shall take place at a closing (the "Closing") to be held on the date of this Agreement (the "Closing Date"). At the Closing, the Company will deliver to the Investor the ...Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth on the signature page hereto (the "Purchase Price"). The Purchase Price may be paid by wire using the wire instructions set forth on Exhibit C hereto or by check made out to "Tenon Medical, Inc." and delivered to the Company at Tenon Medical, Inc., Attn: President, 2110 Omega Road Suite F, San Ramon CA 94583. The Note will be registered in such Investor's name in the Company's records. (c) Use of Proceeds. The proceeds of the sale and issuance of the Note shall be used for general corporate purposes. View More
Found in HeartBeam, Inc. contract
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The Notes. (a) Issuance of Notes. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each Investor, and each Investor agrees to purchase, a Note in the principal amount of the Purchase Price. (b) Delivery. The sale and purchase of the Note shall take place at a closing (the "Closing") to be held at such place and time as the Company and the Investors may determine following satisfaction or waiver of the conditions set forth herein (the "Closing Date"). At the Closing..., the Company will deliver to each Investor a Note against receipt by the Company of the Purchase Price in immediately available funds. (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used to focus on prioritizing operations on essential research and development activities. For avoidance of doubt, no cash payments may be made pursuant to those certain Professional Service Agreements between the Company and each of Chia Soo, Kang Ting and Ben Wu (the "Founders"). (d) Payments. The Company will make all cash payments due under the Notes in immediately available funds by 1:00 p.m. eastern time on the date such payments are due. View More
Found in Bone Biologics Corp contract
The Notes. (a) Issuance of Notes. Note. For avoidance of doubt, the Note shall be in addition and not in replacement of all outstanding existing notes. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to each the Investor, and each the Investor agrees to purchase, a Note in the principal amount of the Purchase Price. (b) Delivery. The sale and purchase of the Note shall take place at a closing (the "Closing") to be held at such place and time as the Company and the In...vestors Investor may determine following satisfaction or waiver of the conditions set forth herein (the "Closing Date"). At the Closing, the Company will deliver to each the Investor a Note against receipt by the Company of the Purchase Price in immediately available funds. (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes Note shall be used to focus on prioritizing operations on essential research for working capital and development activities. For avoidance of doubt, no cash payments may be made pursuant to those certain Professional Service Agreements between the Company and each of Chia Soo, Kang Ting and Ben Wu (the "Founders"). general corporate purposes. (d) Payments. The Company will make all cash payments due under the Notes Note in immediately available funds by 1:00 p.m. eastern time on the date such payments are due. View More
Found in Bone Biologics Corp contract
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The Notes. (a) Issuance of Note. At the Closing, subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase, a convertible promissory note in the form of Exhibit A hereto of US$20,000,000 in the Principal Amount (the "Note"). 2 (b) Closing. The sale and purchase of the Note shall take place at a closing (the "Closing") at a place determined by the Company at 9.A.M. New York time on a date that is no later than 10 days after t...he date hereof or at such other time or on such other date as agreed upon in writing by the Parties (the "Closing Date"). The Parties agree that all transactions at the Closing shall be deemed to occur simultaneously and none of them shall be deemed to have occurred until the conclusion of the Closing. (c) Deliveries by the Investor. On or before the Closing Date, the Investor shall pay the amount of US$20,000,000 by wire transfer in immediately available funds to the Company's bank account designated by the Company in a written notice to the Investor. (d) Deliveries by the Company. At the Closing, the Company shall deliver to the Investor (i) a Note in the amount of the Principal Amount, and (ii) a certificate (the "Closing Certificate"), signed by a duly authorized officer or director of the Company and dated the date of the Closing, to the effect that the conditions set forth in Section 11 have been satisfied. View More
Found in SPI Energy Co., Ltd. contract
The Notes. (a) Issuance of Note. At the Closing, subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase, a convertible promissory note in the form of Exhibit A hereto of US$20,000,000 US$20,000,007 in the Principal Amount (the "Note"). 2 (b) Closing. The sale and purchase of the Note shall take place at a closing (the "Closing") at a place determined by to be held on the fifth Business Day after the fulfillment or waiver ...of each of the closing conditions set forth in Section 11 and the closing of the first tranche investment in the Company by Yes Yield or its Affiliate pursuant to which the Company has raised at 9.A.M. New York time on a date that is no later than 10 days after least US$25,000,000 from the date hereof sale of Shares to such Person, or at such other time or on such other date as agreed upon in writing by the Parties (the "Closing Date"). Parties, at a place determined by the Company. The Parties agree that all transactions at the Closing shall be deemed to occur simultaneously and none of them shall be deemed to have occurred until the conclusion of the Closing. (c) Deliveries by the Investor. On or before At the Closing Date, Closing, the Investor shall pay the amount of US$20,000,000 US$20,000,007 by wire transfer in immediately available funds to the Company's bank account designated by the Company in a written notice to the Investor. (d) Deliveries by the Company. At the Closing, the Company shall deliver to the Investor (i) a Note in the amount of the Principal Amount, and (ii) a certificate (the "Closing Certificate"), signed by a duly authorized officer or director of the Company and dated the date of the Closing, to the effect that the conditions set forth in Section 11 have been satisfied. View More
Found in SPI Energy Co., Ltd. contract
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