Notes Issues Sample Clauses

Notes Issues. It is agreed by the Parties that: (a) on the Agreement Date the Noteholder shall advance the Company an amount of $250,000 and as consideration for the advance the Company shall issue the Noteholder 250,000 Notes (Initial Advance); (b) the Company may also provide from time to time to the Noteholder an Advance Request specifying a further advance by the Noteholder for subscription of additional Notes; (c) within 21 Days of delivery of the Advance Request the Noteholder shall pay or cause the transfer to the Company’s Nominated Account an amount equal to the Advance specified in each Advance Request in cleared funds in return for which the Company shall at the time of receipt of those cleared funds issue the Noteholder with 250,000 Notes for each Advance Request provided; (d) the Company shall issue a minimum of 4 but is permitted to issue a maximum of 11 Advance Requests within 12 months of the Agreement Date, with the timing of such Advance Requests being solely in the discretion of the Company; (e) unless agreed otherwise by the Noteholder, the Company shall not be able to serve an Advance Request whilst there subsists a Material Adverse Change; (f) on the provision by the Noteholder of the funds pursuant to an Advance Request the Company must: (i) pay the Noteholder $2,000 towards the Noteholders legal and compliance fees for that Advance; and (ii) file a Form 6-K with sufficient disclosure (as determined by the Company) that cleanses the Noteholder of any information deemed to be Material Non- Public Information.