Issuance of Notes, Amendment of Notes Sample Clauses

Issuance of Notes, Amendment of Notes. Subject to all of the terms and conditions hereof, the parties acknowledge that, on the Closing Date, the Company issued and sold to each Investor, and each Investor, severally and not jointly, purchased from the Company, convertible promissory notes of the Company in the aggregate principal amount set forth opposite such Investor’s name on Schedule I to the Original Purchase Agreement, which notes, as amended by the Amendment No. 1 to Convertible Promissory Note, are referred to herein as the “Notes.” The Notes are convertible into shares of Common Stock of the Company (the “Conversion Shares”) in accordance with their terms. In connection with the Delisting, within two Business Days following the date hereof, the Company shall issue and deliver to each Investor an Amendment No. 1 to Convertible Promissory Note with respect to the applicable Note, substantially in a form as set forth in Exhibit A attached herein, pursuant to which, among other things, the Floor Price (as defined in the Notes) shall be revised to $0.10 per share. The Company shall also, within fifteen (15) days after the date hereof, or as soon as practicable thereafter, file a registration statement on Form S-1 (the “Registration Statement”) to cover the resale of the Conversion Shares and the Warrant Shares, as defined below.