Junior Convertible Notes definition
Examples of Junior Convertible Notes in a sentence
The Purchaser has requested, received, reviewed and considered all information it deems relevant in making an informed decision to invest in the Junior Convertible Notes, including without limitation, all information with respect to the Merger Transactions.
The Purchaser is acquiring the Junior Convertible Notes in the ordinary course of its business and for its own account for investment only and with no present intention of reselling or distributing any of the Junior Convertible Notes, any interest in any of the Junior Convertible Notes or any shares of Company Common Stock issuable upon conversion thereof, or entering into any arrangement or understanding with any other person regarding such a resale or distribution.
At the time the Purchaser was offered the Junior Convertible Notes, the Purchaser was, and at the date hereof is, and on the date of the Closing will be, an “accredited investor,” as defined in Regulation D under the Securities Act.
Nothing in this Agreement shall be construed as to violate the restrictions set forth in any of the Merger Agreements, the Stock Purchase Agreement or the Junior Convertible Notes, and no registration of Registrable Securities in violation of such agreements shall be effectuated.
Upon receipt by the Company of the Purchase Price, the Company shall deliver to the Purchaser the Junior Convertible Notes in the Principal Amount.
The Purchaser acknowledges and understands that the Junior Convertible Notes and the shares of Company Common Stock issuable upon conversion of the Junior Convertible Notes (the “Shares” and, together with the Junior Convertible Notes, the “Securities”) are "restricted securities" as defined in Rule 144 under the Securities Act and that a legend to such effect will be placed on the certificates representing any of the Securities.
The Purchaser is not purchasing the Junior Convertible Notes as a result of any advertisement, article, notice or other communication regarding the Junior Convertible Notes published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
The Purchaser is aware that an investment in the Junior Convertible Notes is highly speculative and that there can be no assurance as to what return, if any, there may be in such investment.
The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Junior Convertible Notes and has the capacity to protect its own interests.
The Purchaser is able to bear the economic risks associated with the Purchaser’s investment in the Junior Convertible Notes, including the potential loss of the Purchaser’s entire investment.