Agreement to Sell and Purchase the Notes. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, the aggregate principal amount of Notes set forth opposite such Purchaser’s name in the schedule of purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”) at a purchase price equal to 100% of such aggregate principal amount.
Agreement to Sell and Purchase the Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and the Purchasers agree to purchase from the Company, at each Closing (as defined below), the Notes for an aggregate purchase price (“Purchase Price”) of up to $1,000,000. Each Note shall have an initial principal balance equal to 120% of the Purchase Price. This purchase commitment is made in accordance with and subject to the terms and conditions described in this Agreement. The Notes shall be substantially in the form of Note attached hereto as Exhibit A.
Agreement to Sell and Purchase the Notes. The Company shall issue and sell to the Purchasers and the Purchasers shall buy from the Company, upon the terms and conditions hereinafter set forth, the aggregate principal amount of Notes set forth opposite its name on Schedule I. The purchase price (the “Purchase Price”) for the Notes to be purchased by each Purchaser shall be equal to $10,000 for each $10,000 of principal amount of Notes being purchased by such Purchaser at the Closing (as hereinafter defined). The Notes are mandatorily convertible into shares of Common Stock of the Company at the time of the closing of the 2017 capital raise; it being understood that the Notes will be convertible into shares of Common Stock at a price equal to 70% of the price at which shares of Common Stock are sold in the 2017 capital raise. If, after 120 days from the Closing Date (as hereinafter defined), the 2017 capital raise shall not have been completed, then in that event, the price per share at which the Notes will be converted will be reduced by 2% on the first day of each month; provided, however, that the price per share at which the Notes will be converted shall never be less than the greater of (A) 60% of the price at which shares of Common Stock are sold in the 2017 capital raise and (B) the price per share paid by investors in the most recently consummated offering of the Company’s Common Stock.
Agreement to Sell and Purchase the Notes. Subject to the terms and conditions hereof, BGC Holdings agrees to issue and sell to the Purchaser, and the Purchaser agrees to subscribe for and purchase from BGC Holdings, the BGC Holdings Notes in exchange for the purchase price (the “Purchase Price”) equal to BGC Holdings Notes in the aggregate principal amount of $150,000,000. The closing of the purchase and sale of the BGC Holdings Notes shall be on March 30, 2010 (the “Closing”).
Agreement to Sell and Purchase the Notes. Subject to the terms and conditions of this Agreement, each Investor, severally and not jointly, agrees to purchase at a Closing (as such term is defined in Section 1.3(a) hereof), and the Company agrees to issue and sell to each such Investor at the Closing, a Note in the principal amount set forth opposite each such Investor’s name on Exhibit A attached hereto.
Agreement to Sell and Purchase the Notes. 1.1 On the basis of the representations, warranties and agreements contained in this Purchase Agreement but subject to the terms and conditions set forth in this Purchase Agreement, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company on December 31, 1997, or on such other date as shall be mutually agreed upon by the Company and the Purchasers (the "Closing Date"), the aggregate Principal Amount of Notes set forth opposite such Purchaser s name on Schedule 1 annexed to this Purchase Agreement and made a part hereof. The Purchase Price for each Note shall be equal to the Principal Amount of such Note multiplied by .68181819 (herein with reference to each Note, the "Purchase Price") The total Purchase Price of all Notes shall equal U.S. $1,500.000.00 (U.S. $2,200,000.00 Principal Amount times .68181819).
1.2 Payment of the Purchase Price for each Note shall be made by each Purchaser to the Company by wire transfer net of all wire transfer charges of immediately available funds for value on December 31, 1997 or such earlier date as the Company and the Purchasers shall agree in United States dollars to:
Agreement to Sell and Purchase the Notes. Sections 1.2 and 1.5 of the Agreement are hereby amended and restated in their entirety as follows:
Agreement to Sell and Purchase the Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company, (i) at the Closing (as defined below), the Note for a purchase price equal to $650,000; and (ii), on or before two (2) business days from the date of this Amendment, an Additional Note for a purchase price equal to $175,000. The purchase commitment with respect to the Note is made in accordance with and subject to the terms and conditions described in this Amendment, and the purchase commitment with respect to the Additional Note is subject to the accuracy of the representations of the Company on the date hereof. The terms of the Note shall be as set forth in the form of Note attached hereto as Exhibit A (the “Form of Note”), and the terms of the Additional Note shall be as set forth in the form of Additional Note attached hereto as Exhibit B.
Agreement to Sell and Purchase the Notes. At the Closing (as defined in Section 3), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the principal amount of Notes shown on the signature page hereof. The Company is simultaneously entering into this same form of purchase agreement with certain other investors (the “Other Purchasers”) and expects to complete sales of the Notes to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the “Purchasers,” and this Agreement and the purchase agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the “Agreements.”
Agreement to Sell and Purchase the Notes. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers, and the Purchasers agree to purchase from the Company, severally and not jointly, at Closing (as defined below), the Notes in the principal amount set forth opposite each Purchaser’s name on the signature page attached hereto (“Purchase Price”) in the total aggregate principal amount of $700,000. This purchase commitments are made in accordance with and subject to the terms and conditions described in this Agreement. The terms of each Note shall be as set forth in the form of Note attached hereto as Exhibit A (the “Form of Note”).
