this note and the associated documentation that accompanies it and this agreement are part and parcel of an investment made by the purchaser in the business of the company. we revamped the business model, developed a new brand for the company, and honed the sales and marketing strategy. the startup garage helped michelle narrow her focus in her business strategy and build a custom business plan to take to investors. sheila is a cpa and has a bachelor of science degree from ucla with a focus in the areas of mathematics and applied science (emphasis in operations research).
prior to launching vavi, tyler served as the deputy campaign manager for tim kane for congress, where he crafted and managed all aspects of launching and managing a united states congressional campaign. prior to joining the tsg team, danielle worked in the financial services industry with a focus on operations, community/business development and meeting & event planning. she is a graduate of the university of connecticut and enjoys spending time outdoors with her family and 13-year-old boston terrier roxy. he is a graduate of the university of colorado – boulder and washburn university school of law. kitchens for good aims to break the cycles of food waste, poverty and hunger through innovative programs in workforce training, healthy food production, and social enterprise.
“exchange act” means the securities exchange act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, as the same shall be in effect from time to time. “securities filings” means any filing required to be filed with the sec under the act and with any state in respect of the company153s issuance of the notes. the company is in compliance in all respects with all requirements of law and all orders issued by a governmental authority, except where the failure to be in compliance would not have a material adverse effect. all contractual obligations of the company are valid, in full force and effect and binding upon the company, and to the knowledge of the company, the other parties thereto except in each case, individually or in the aggregate, as would not have a material adverse effect. each employee benefit plan subject to any provision of erisa maintained, established or sponsored by the company, or in which any employee of the company participates, or to which the company contributes (collectively, the “plans”) is in compliance with all applicable requirements of law except to the extent that noncompliance with such requirements of law would not have a material adverse effect. the company is and has been in compliance in all respects with all applicable environmental laws except for failures to be in compliance that would not, individually or in the aggregate, have a material adverse effect. in addition, the company covenants and agrees that, from and after the closing date, it will not adopt any such anti-takeover provisions, whether under its certificate or otherwise, that would be applicable to the purchasers or any of their respective affiliates.
the company shall have performed and complied with all of its agreements and conditions set forth herein that are required to be performed or complied with by the company on or before the closing date. each of the purchasers shall have performed and complied with all of the agreements and conditions set forth herein that are required to be performed or complied with by such purchaser on or before the closing date. the issuer of this note and any securities issuable upon conversion of this note may require an opinion of counsel in form and substance satisfactory to the issuer to the effect that any proposed transfer or resale is in compliance with the act and all applicable state securities laws. registered holder shall not be entitled to receive the stock certificate and/or other instruments representing the conversion securities to be issued upon conversion of this note until the original of this note is surrendered to the company or an affidavit of loss is executed and provided to the company and the agreements referenced in this section 2 have been executed and delivered to the company. in the absence of conversion of this note, no provisions of this note, and no enumeration herein of the rights or privileges of registered holder, shall cause registered holder to be a stockholder of the company for any purpose. (b) registered holder understands that this note and the conversion securities will not be registered at the time of their issuance under the act for the reason that the sale provided for in this agreement is exempt pursuant to section 4(2) of the act and that the reliance of the company on such exemption is predicated in part on registered holder153s representations set forth herein. if one or more provisions of this note are held to be unenforceable under applicable law, such provision(s) shall be excluded from this note and the balance of this note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
this convertible promissory note purchase agreement (this “agreement”) is entered into as of , by and among axogen corporation, a delaware “old note” means that certain promissory note, dated as of , in the original principal amount of $3,300,000, executed by the company in favor of a convertible note purchase agreement is an agreement between certain investors and a company that binds all the investors to the same terms and conditions, convertible note purchase agreement template, convertible note purchase agreement template, note purchase agreement vs indenture, note purchase agreement vs promissory note, note purchase agreement investopedia.
a purchase agreement for a private placement of convertible promissory notes to accredited investors in reliance on rule 506 of regulation d under the this agreement establishes the terms of the company’s sale and the purchaser’s purchase of the note, substantially in the form attached to this agreement as convertible promissory note purchase agreement – transgenomic inc.: learn more about this contract and other key contractual terms and issues by viewing the, llc convertible note template, form of convertible, what is a convertible note?, convertible debt.
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