Convertible Bridge Notes definition
Examples of Convertible Bridge Notes in a sentence
This Note is subject to the terms contained in the Purchase Agreement dated the date hereof between the Company and certain purchasers of the Senior Secured Convertible Bridge Notes and the holder of this Note is entitled to the benefits of such Purchase Agreement and may, in addition to any rights hereunder, enforce the agreements of the Company contained therein and exercise the remedies provided for thereby or otherwise available in respect thereof.
As part of the Term Sheet for Convertible Bridge Note financing, the Company entered into a registration rights agreement with the holders of Convertible Bridge Notes within 90 days after consummation of the recapitalization.
Upon conversion in accordance with the terms of the Convertible Bridge Notes, the Conversion Shares shall be duly and validly issued and outstanding, fully paid and nonassessable, free and clear of any Taxes, Liens and charges with respect to issuance and shall not be subject to preemptive rights or similar rights of any other stockholders of the Company.
None of the proceeds from the issuance and sale of the Convertible Bridge Notes by the Company pursuant to this Agreement will be used directly or indirectly for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any “margin stock” within the meaning of Regulation G of the Board of Governors of the Federal Reserve System.
Prior to any sale or other disposition of any Convertible Bridge Note, the holder thereof will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender the Convertible Bridge Note to the Company in exchange for a new Convertible Bridge Note or Convertible Bridge Notes.
The proceeds from the issuance and sale of the Convertible Bridge Notes by the Company shall be used as working capital.
Should any Convertible Bridge Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Bridge Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
The Company has authorized the issuance, sale, and delivery of up to $3,000,000 in original principal amount of the Company's Series 1 Secured Convertible Bridge Notes, in substantially the form attached hereto as EXHIBIT A (the "BRIDGE NOTES").
The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Bridge Notes is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
The Company agrees that, so long as Purchaser shall own any Convertible Bridge Notes purchased by it from the Company hereunder, the Company will make payments to Purchaser of all amounts due thereon by wire transfer by 4:00 P.M. (E.S.T.).