Authorization and Sale of the Notes Sample Clauses

Authorization and Sale of the Notes. Subject to the terms and conditions set forth in this Agreement and the Notes, the Company has authorized (i) the sale of Notes in the aggregate principal amount of $7,500,000; and (ii) in connection with the conversion of the Notes pursuant to Section 5(a) thereof, the issuance of one or more warrants substantially in the form of Exhibit A attached to the Notes (each a “Warrant” and collectively the “Warrants”) to purchase up to an aggregate of 150,000,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”). The Notes are convertible into either Section 5(a) Preferred Stock (as defined in the Notes) or Section 5(b) Preferred Stock (as defined in the Notes) (the Section 5(a) Preferred Stock and Section 5(b) Preferred Stock are collectively referred to as the “Preferred Conversion Shares”). The shares of Common Stock issued or issuable upon conversion of the Preferred Conversion Shares are collectively referred to herein as the “Common Conversion Shares.” The Preferred Conversion Shares and the Common Conversion Shares are sometimes hereinafter collectively referred to herein as the “Conversion Shares.” The shares of Common Stock issued or issuable upon exercise of the Warrants are collectively referred to herein as the “Warrant Shares.” The Notes, the Warrants, the Preferred Conversion Shares, the Common Conversion Shares and the Warrant Shares are sometimes hereinafter collectively referred to as the “Securities.”
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Authorization and Sale of the Notes. (a) Subject to the terms and conditions set forth in this Agreement, the Company has authorized the sale of the Notes to accredited investors (as defined in the Securities Act) in accordance with Rule 506 under the Securities Act.
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Authorization and Sale of the Notes 
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Related to Authorization and Sale of the Notes

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Authorization and Sale of Shares The Company has authorized the sale of up to two million five hundred seventy thousand (2,570,000) Shares. The Company reserves the right to increase or decrease this number.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Authorization of Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 7,700,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Authorization and Closing 4.1 Newco has authorized the issuance to (i) EIS of 2,388 shares of Preferred Shares, and (ii) RPI of 6,000 shares of Common Shares and 3,612 shares of Preferred Shares, issuable as provided in Clause 4.4 hereof

  • Authorization and Request Grantor authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this IP Agreement.

  • Offering and Sale of Notes Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.

  • Authorization and Action Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

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