The Convertible Note Sample Clauses

The Convertible Note. Secure hereby absolutely and unconditionally guarantees to the Holder the prompt payment and performance of all obligations of Somerset International Group, Inc. ("Somerset") arising out of the Convertible Promissory Note in the original principal amount of $250,000, made and given to the Holder pursuant to paragraph 4(a)(ii) of the SPA, together with any extensions, renewals or replacements thereof.
Sample 1
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The Convertible Note. On or before the Second Closing Date, Buyer shall deliver to Sellers or their designees the Convertible Note (Attached as Exhibit 3) in the principal amount of three million five hundred thousand dollars ($3,500,000), payable by Buyer to Seller.
Sample 1
The Convertible Note. The Loan will be evidenced by, and repaid with --------------------- interest in accordance with, an interest-bearing promissory note in the form of Exhibit A (the "Convertible Note"), duly completed and dated as of the date of --------- the Loan and delivered to Lender at or prior to the time of the Loan.
Sample 1
The Convertible Note. On or about December 9, 2005, Lender loaned to the Company Two Hundred Thousand Dollars ($200,000), as evidenced by the Original Promissory Note. Lender now agrees, subject to the terms of this Agreement, to loan the Company an additional Eight Hundred Thousand Dollars ($800,000), minus Twenty Five Thousand Dollars ($25,000) in non-accountable expenses to be incurred by the Lender in connection with this transaction. Therefore, upon completion of the documentation of all legal documents contemplated hereunder, Lender shall loan to Company Seven Hundred Seventy Five Thousand Dollars ($775,000) (the “New Loan”). The loan reflected by the Original Promissory Note shall then be rolled into this Convertible Note, and Gabriel’s obligation to repay the Original Promissory Note, the New Loan and the $25,000 in non-accountable expenses shall be evidenced by a Convertible Senior Promissory Note (the “Convertible Note”) in the amount of One Million Dollars ($1,000,000) dated as of the Closing Date (as defined below) in the form attached hereto as Exhibit C.
Sample 1

Related to The Convertible Note

  • Convertible Note 9 Section 3.8

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • 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.

  • The Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding; provided that the number of shares of Common Stock so reserved shall at no time be less than 100% of its authorized but unissued shares of its Common Stock, to effect the conversion of the Preferred Shares and exercise of the Warrants. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares", respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the "Shares".

  • 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 and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • New Note Contemporaneously with the execution and delivery of this Amendment, the Borrower, as maker, shall execute and deliver a new revolving credit note, in the stated principal amount of $75,000,000, in favor of the Bank, as payee (the "New Note"), which New Note shall amend, restate and replace the Revolving Credit Note, dated as of October 18, 2005, from the Borrower, as maker, to the Bank, as payee, in the stated principal amount of $65,000,000, and which New Note, as the same may be amended, renewed, restated, replaced or other consolidated from time to time, shall be the "Revolving Credit Note" referred to in the Credit Agreement.

  • Conversion of Debentures Section 16.01.

  • Conversion of Debenture This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this Section 4.

  • Acknowledgment Regarding Buyer’s Purchase of the Convertible Debentures The Company acknowledges and agrees that the Buyer(s) is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Buyer(s) or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Buyer’s purchase of the Convertible Debentures or the Conversion Shares. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.

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