Convertible Note Closing Clause Samples

The Convertible Note Closing clause defines the terms and procedures for finalizing the issuance of convertible notes to investors. It typically outlines the conditions that must be met before the closing can occur, such as completion of due diligence, execution of necessary agreements, and delivery of funds. This clause ensures that both the company and investors understand the steps required to complete the transaction, thereby providing a clear framework for the closing process and reducing the risk of misunderstandings or delays.
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Convertible Note Closing. Provided this Agreement shall not have been terminated, the closing of the acquisition of the Convertible Note (the "Convertible Note Closing") shall be held on April 23, 2001 (the "Convertible ------------------------ ----------- Note Closing Date"), as mutually determined by E-Stamp and Learn2, at the ----------------- offices of ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP, The Chrysler Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. At the Convertible Note Closing: (i) E-Stamp will deliver $2,000,000 by wire transfer of immediately available funds pursuant to the wire instructions delivered by Learn2; (ii) Learn2 shall issue and deliver to E-Stamp the Convertible Note with the legend in Section 1.08(c)(vi); (iii) Learn2 shall deliver to E-Stamp a certificate signed by an executive officer of Learn2 that the representations and warranties of Learn2 set forth in Section 1.08(d) and Article III hereof are true in all respects (in the case of any representation or warranty qualified as to materiality) or in all material respects (in the case of any representation or warranty not so qualified) at and as of the Convertible Note Closing Date; and (iv) E-Stamp shall deliver to Learn2 a certificate signed by an executive officer of E-Stamp that the representations and warranties of E-Stamp set forth in Section 1.08(c) and Article IV hereof are true in all respects (in the case of any representation or warranty qualified as to materiality) or in all material respects (in the case of any representation or warranty not so qualified) at and as of the Convertible Note Closing Date.
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Convertible Note Closing. The obligation of Cartesian to consummate (or cause the applicable Purchaser to consummate) the transactions described in Section 2.1 of this Agreement is subject to the satisfaction (or waiver by Cartesian), at or before the applicable Closing, of the following conditions in addition to the satisfaction (or waiver by Cartesian) of the conditions set forth in Section 3.2(a):
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Convertible Note Closing. The closing of the transactions contemplated by Section 2.01(a) of this Agreement and the Transaction Documents (the "Convertible Note Closing") will take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, 30 Rockefeller Plaza, New York City, at 10:00 a.m. Eastern time, on December 30, 2005 subject to the satisfaction or waiver of all the conditions set forth in Articles VIII and IX hereof or such other date, place or time agreed to by the Company and the Majority Holders (such date of the Convertible Note Closing being hereinafter referred to as the "Initial Closing Date"). The Company shall deliver to each Investor a Convertible Note, a certificate representing Warrants and a certificate representing such shares as the Convertible Notes purchased by such Investor convert in to, against payment of the purchase price therefor by wire transfer of immediately available funds to such bank and account specified by the Company, cancellation of indebtedness (including by way of crediting the Transaction Expenses described in Section 13.01 against payment of the purchase price), or any combination thereof.
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Related to Convertible Note Closing

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Convertible Note From and after the Effective Time, the Company's $8,000,000 10% convertible subordinated promissory note, dated November 20, 1998, payable to Wind Point Partners III, L.P. (the "Convertible Note") shall, in accordance with the terms of the Convertible Note, represent the right, upon conversion thereof in accordance with its terms, to receive in cash, without interest, a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon the conversion of such Convertible Note in accordance with its terms immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration, such cash payment to be reduced by any required withholding of Taxes.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price.....................................................5 2.2 Execution and Delivery of Documents; the Closing......................................5 2.3 The Post-Closing......................................................................6

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.