Loans and Issuance of Convertible Notes Sample Clauses

Loans and Issuance of Convertible Notes. Each of the Original Noteholders held a Bridge Note or Bridge Notes having made loans to the Company in the aggregate principal amounts and on the dates set forth next to that Original Noteholder's name on Schedule 1, and on the date hereof have agreed that their Bridge Notes have been amended and restated and reissued in the form of and as Convertible Notes (as defined below). Each such Original Noteholder hereby waives the right of such Noteholder to the 10-day notice set forth in Section 5.8 of the Original Agreement relating to the issuance hereunder of the Convertible Notes and Warrants. Each of the New Noteholders has, on the date hereof, made loans to the Company, or on Subsequent Closing will make loans, in the aggregate principal amount set forth next to that New Noteholders' name on Schedule 1. On the date hereof each of the GT Noteholders held GT Notes having made loans to GT in the aggregate principal amounts and on the dates set forth next to that GT Noteholders' name on Schedule 1 and on the date hereof have agreed that their GT Notes have been exchanged for Convertible Notes. Each of the loans described hereinabove is referred to herein as a "Loan" and collectively the "Loans". Each Loan will be evidenced by a 13% Senior Secured Convertible Note payable to the order of the Noteholder in the aggregate principal amount of the Loan in the form attached hereto as Exhibit A, which note is referred to herein as a "Convertible Note". The Company has issued, and will issue, to each Original Noteholder, upon surrender of such Original Noteholder's Bridge Note, a Convertible Note with that new principal amount set forth next to that Original Noteholder's name on Schedule 1 and bearing interest from the date of issuance of such Convertible Note. The Company has issued, and will issue, to each New Noteholder a Convertible Note in the same principal amount as the amount of the Loan made in cash by such New Noteholder and bearing interest from the date of issuance of such Convertible Note. The Company has issued, and will issue, to each GT Noteholder upon surrender for exchange of such GT Noteholder's GT Note, a Convertible Note with that new principal amount set forth next to that GT Noteholder and bearing interest from the date of issuance of such Convertible Note.
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Loans and Issuance of Convertible Notes. Each of the Participating Existing Noteholders held an Existing Note or Existing Notes having made loans to the Company in the aggregate principal amounts and on the dates set forth next to that Participating Existing Noteholder' s name on Schedule 1, and on the date hereof have agreed that their Existing Notes have been amended and restated and reissued as, or exchanged for, as applicable, Convertible Notes. To the extent applicable, each such Participating Existing Noteholder hereby waives the right of such Noteholder to any advance notice provision attached to such Existing Note relating to the issuance hereunder of the Convertible Notes and Warrants. Each of the New Noteholders has, on the date hereof, made loans to the Company, or on a Subsequent Closing will make loans, in the aggregate principal amount set forth next to that New Noteholders' name on Schedule 1. Each of the loans described above is referred to herein as a "Loan" and collectively the "Loans". Each Loan will be evidenced by a 15% Subordinated Secured Convertible Note payable to the order of the Noteholder in the aggregate principal amount of the Loan in the form attached hereto as Exhibit A, which note is referred to herein as a "
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Related to Loans and Issuance of Convertible Notes

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 600,000 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

  • Incurrence of Indebtedness and Issuance of Preferred Stock (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • 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.

  • 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 Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia, N.A., as Escrow Agent for MobilePro Corp.,/ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock (a) (i) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall not permit any of the Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Interest Coverage Ratio of the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or issue shares of Disqualified Stock or Preferred Stock pursuant to this Section 4.03(a) if, after giving pro forma effect to such Incurrence or issuance (including the pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness or Disqualified Stock or Preferred Stock then outstanding of Restricted Subsidiaries that are not Guarantors pursuant to this Section 4.03(a) exceeds the greater of $1,250 million and 5.0% of Total Assets (the “Non-Guarantor Exception”).

  • Conversion of Debentures Section 16.01.

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