The Notes Clause Example with 4 Variations from Business Contracts
This page contains The Notes 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.
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
Variations of a "The Notes" Clause from Business Contracts
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
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 Investor's name on Schedule I hereto. hereto, under the heading "Allocation Amount" ("Original Allocation"). The Company is au...thorized to sell and issue Notes pursuant to the terms and conditions hereof with an aggregate principal amount of up to $4,775,000 (the "Financing"); provided, however, the Company's board of directors (the "Board") may, in its sole discretion prior to the Initial Closing, decrease the aggregate principal amount of the Financing based upon the Board's determination of the Company's funding needs, and if, as a result, the Financing is oversubscribed, the Board may unilaterally adjust each Investor's Original Allocation as it deems appropriate, in its sole discretion, so that the amount set forth opposite such Investor's name on Schedule I under the heading "Actual Note Amount" (the "Final Allocation") as of the Initial Closing shall reflect any adjustment in an Investor's Original Allocation and any overpayments therefore made by any Investor shall promptly be returned to such Investor, and all investments amounts in this Agreement shall be deemed to refer to the Final Allocation. The obligations of the Investors to purchase Notes are several and not joint. (b) Delivery. The initial sale and purchase of the Notes shall take place at a closing (the "Closing") "Initial Closing") to be held at such place and time as the Company and the Investors may determine on the date hereof, or such other date as the Company and Investors representing a majority of the Notes to be sold in such Initial Closing shall agree (the "Closing "Initial Closing Date"). At the Initial 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 sixty (60) days of the Initial Closing (each, an "Additional Closing") Closing" and, together with the Initial Closing, a "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" and, together with the Initial Closing Date, a "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 central 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
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
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
