Agreement to Sell and to Purchase; Purchase Price. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase and accept from the Company such number of Shares and Warrants as is set forth opposite such Purchaser's name on Schedule 1 hereto (the "Issuance"), for a purchase price of one thousand dollars ($1,000) per Share (the "Purchase Price"), payable by wire transfer of immediately available funds to a bank account or bank accounts designated by the Company described in Section 2.2(a)(i).
Agreement to Sell and to Purchase; Purchase Price. On the Initial Closing Date and the Subsequent Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the principal amount of Notes for such Closing Date set forth opposite such Purchaser's name on Schedule A attached hereto (the "Issuance"), at a price equal to 97% of the par value of each Note and for the aggregate purchase price for such Closing Date set forth opposite such Purchaser's name on Schedule A attached hereto.
Agreement to Sell and to Purchase; Purchase Price. (a) On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Securities set forth opposite such Purchaser's name on Schedule A attached hereto (the "Issuance"), for the aggregate purchase price set forth opposite such Purchaser's name on Schedule A attached hereto.
(b) In lieu of repaying the indebtedness under the Xxxxxxx Xxxxxx Credit Facility in accordance with Section 7.2(n) of this Agreement, the Company may issue additional Securities (the "KW Securities") in amounts to be approved by the Purchasers, such approval not to be unreasonably withheld, in exchange for all outstanding notes and other securities issued pursuant to the Xxxxxxx Xxxxxx Credit Facility or any related agreements or understandings; provided, however, that upon the consummation of such exchange, the Company, Infocrossing and its Subsidiaries shall have no further obligation or liability in respect of, or in relation to, the Xxxxxxx Xxxxxx Credit Facility or any related agreements or understandings (other than obligations or liabilities in respect of the KW Securities). The terms of any exchange agreement entered into by the Company in order to give effect to this Section 2.1(b) shall be no more favorable to the holders of indebtedness under the Xxxxxxx Xxxxxx Credit Facility than the terms of this Agreement are to the Purchasers and, in any event, shall be subject to the reasonable consent of the Purchasers, not to be unreasonably withheld.
Agreement to Sell and to Purchase; Purchase Price. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, U.S. $1,500,000 aggregate principal amount of Notes at an aggregate purchase price of $1,500,000, payable in immediately available funds (the "Purchase Price"). A copy of the form of the Notes is attached as Exhibit A hereto, and the terms thereof are hereby expressly incorporated by reference herein.
Agreement to Sell and to Purchase; Purchase Price. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser, hereby agrees to purchase from the Company, the number of Common Shares set forth opposite the Purchaser's name on Annex A at the purchase price set forth opposite the Purchaser's name on Annex A, payable in immediately available funds to the Company (such purchase price with respect to any Purchaser, the "Purchase Price").
Agreement to Sell and to Purchase; Purchase Price. (a) Upon the terms and subject to the conditions set forth in this Agreement, on the Step 1 Closing Date, PIMCO shall sell to the Investor, and the Investor shall purchase and accept from PIMCO, 9,783 shares of Series A Preferred Stock (the “Step 1 Sale”), for an aggregate purchase price, payable by wire transfer of immediately available funds to a bank account or bank accounts designated by PIMCO, equal to $1.00.
(b) Immediately prior to the Distribution and upon the terms and subject to the conditions set forth in this Agreement, on the Step 2 Closing Date, PIMCO shall sell to the Investor, and the Investor shall purchase and accept from PIMCO, 35,217 shares of Series B Preferred Stock (the “Step 2 Sale”), for an aggregate purchase price, payable by wire transfer of immediately available funds to a bank account or bank accounts designated by PIMCO, equal to $35 million. Concurrently with the Step 2 Sale, the Investor will exchange all of the Series A Preferred Stock received by it in the Step 1 Sale for an additional 9,783 shares of Series B Preferred Stock (the “Series A Exchange”). After giving effect to the Step 2 Sale and the Series A Exchange, the Investor will own in the aggregate 45,000 shares of Series B Preferred Stock.
Agreement to Sell and to Purchase; Purchase Price. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase and accept from the Company, such number of Shares as is set forth opposite such Purchaser's name on Schedule I hereto (the "Issuance"), for a purchase price, payable by wire transfer of immediately available funds to a bank account or bank accounts designated by the Company described in Section 2.2(a)(i), equal to $1,000 per Share (the "Purchase Price").
Agreement to Sell and to Purchase; Purchase Price. On ------------------------------------------------- the Closing Date (as defined in Section 1.02) and upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase and accept from the Company, such amount of Securities for the purchase price payable in immediately available funds, as is indicated on each Purchaser's signature page attached hereto (the "Securities Purchase"). ---------- --------
Agreement to Sell and to Purchase; Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, on the Closing Date, $10,000,000 in aggregate principal amount of the Notes, the Issue Date Common Stock and the Warrants for a purchase price of $10,000,000 (the "Purchase Price").
Agreement to Sell and to Purchase; Purchase Price. On the Closing Dates, and upon the terms and subject to the conditions set forth in this Agreement:
(a) At the Initial Closing, each Purchaser shall deliver to the Company:
(i) against delivery of (A) the Debenture being issued to such Purchaser and (B) the Initial Warrant being issued to such Purchaser, an amount equal to the aggregate purchase price of such Debenture and the Initial Warrant as set forth on the Purchasers Schedule attached hereto via wire transfer of immediately available funds to such bank account as the Company shall designate not later than two (2) Business Days prior to the Closing Date; and
(ii) each document, instrument, agreement and certificate referenced in Section 7.1.
(b) At the Initial Closing, the Company shall deliver to each of the Purchasers:
(i) against payment of the purchase price therefor as set forth opposite such Purchaser’s name on the Purchasers Schedule attached hereto, (A) the Debenture being issued to such Purchaser and (B) the Initial Warrant being issued to such Purchaser;
(ii) each document, instrument, agreement and certificate referenced in Section 7.2.
(c) At the Second Closing, each Purchaser shall deliver to the Company:
(i) against delivery of (A) the Debenture being issued to such Purchaser and (B) the Amended Warrant being issued to such Purchaser, an amount equal to the aggregate purchase price of such Debenture and the Amended Warrant as set forth on the Purchasers Schedule attached hereto via wire transfer of immediately available funds to such bank account as the Company shall designate not later than two (2) Business Days prior to the Closing Date and the Initial Warrant.
(d) At the Initial Closing, the Company shall deliver to each of the Purchasers:
(i) against payment of the purchase price therefor as set forth opposite such Purchaser’s name on the Purchasers Schedule attached hereto and surrender of the Initial Warrant, (A) the Debenture being issued to such Purchaser and (B) the Amended Warrant being issued to such Purchaser;
(e) At the Initial Closing, the Company shall deliver to the Purchasers evidence of the payment of all costs and expenses of the Purchasers required to be reimbursed by the Company pursuant to Section 8.9 hereof.
