Authorization of Notes and Warrants. (a) The Company has duly authorized the issuance and sale of $15,000,000 aggregate principal amount of its 12% Senior Notes due June 22, 2006 (the "NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1(a), with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
(b) The Company has also duly authorized the issuance of its warrants to the Purchasers of the Notes, which will entitle the holders thereof to purchase from the Company at any time on or after the date of issuance thereof and subject to the terms and conditions of such warrants, 398,592 shares of Common Stock of the Company at an exercise price of $6.25 per share (such warrants, together with all warrants delivered in substitution or exchange therefor, being referred to herein as the "WARRANTS"). The Warrants shall be substantially in the form set out in Exhibit 1(b), with such changes therefrom, if any, as may be approved by you and the Company.
Authorization of Notes and Warrants. The Shares...................................................................................1 ---------- 1.
Authorization of Notes and Warrants. The Company has authorized the issue and sale of $250,000,000 aggregate principal amount of its 14.053% Senior Notes due January 15, 2015 (each, a “Note” and collectively the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by you and the Company. Each Note shall bear interest from the date thereof until such Note shall become due and payable in accordance with the terms thereof and hereof (whether at maturity, by acceleration or otherwise) at the rate of fourteen and 53/1000 percent (14.053%) per annum. Interest at the rate of eleven and 53/1000 percent (11.053%) per annum shall be payable in cash. Interest at the rate of three percent (3%) per annum shall be payable by issuing additional Notes of like tenor in the principal amount of such interest (the amount of such interest, the “PIK Amount”) and shall be capitalized on each Interest Payment Date (as defined below) by the increase of the principal amount outstanding under each Note by the PIK Amount as evidenced in the Note Register; provided, that, at the election of the Company, and on prior notice to the holders of the Notes, such interest may be paid in cash. Interest is due, in each case, semiannually in arrears on the fifteenth (15th) day of January and July in each year (each an “Interest Payment Date”), commencing July 15, 2009. Interest on each Note shall be computed on the basis of a three hundred sixty-five (365) day year. The Company shall also pay, on the first Interest Payment Date occurring after the fifth (5th) anniversary of the Closing Date and on each subsequent Interest Payment Date, a portion of the PIK Amount (and, if necessary, a portion of the original principal amount of the Notes) in an amount sufficient, but not in excess of the amount necessary, to ensure that the Notes will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. The Notes shall have a stated maturity of January 15, 2015. The Company has authorized the issue and sale of warrants to acquire, as of the date hereof and subject to adjustment as provided therein, 15,900,000 shares of the Company’s Class A Common Stock, par value $0.10 per share, at a price per share of $6.3572 (each a “Warrant” and collectively, the “Warrants”). The Warrants shall be substantially in the form set out in Exh...
Authorization of Notes and Warrants. The Company will authorize the issuance and sale of
(a) $42,040,162.73 in aggregate principal amount of its Variable Rate Senior Notes Due December 31, 1999 (all such notes, whether initially issued, or issued in exchange or substitution for, any such note, in each case in accordance with this Agreement, and as amended from time to time, the "Notes"), which notes shall be substantially in the form of Exhibit 2(a) and shall have the terms as herein and therein provided, and
(b) An aggregate of 177,980 warrants (the "Warrants") to purchase shares of Common Stock, which Warrants shall be issued pursuant to a warrant certificate (as may be amended, restated or otherwise modified from time to time, the "Warrant Certificate") in the form of Exhibit-2(b). The Warrant Certificates provide that a holder thereof may tender Notes to the Company in partial or complete payment of the purchase price for the shares of Common Stock issued upon exercise. Promptly following the receipt of any Note so tendered, the Company shall immediately cancel and retire the same (and no such Note shall be reissued), and shall issue to the holder thereof a new Note in the principal amount of the tendered Note remaining after deduction of the principal amount thereof applied to payment of the exercise price. For purposes of Rule 144 under the Securities Act, 17 C.F.R. Section 230.144, the Company and you agree that a tender of Notes in payment of the exercise price in respect of the Warrant Certificates shall not be deemed a prepayment of the Notes, but rather a conversion of such Notes, pursuant to the terms of the Warrant Certificates, into Common Stock. 7
Authorization of Notes and Warrants. The Company will authorize the issue and sale of (a) $16,500,000 aggregate principal amount of its 12.00% Senior Subordinated Notes due September 26, 2003 (the "Notes", such term to include any such notes issued in substitution therefor pursuant to section 15), to be substantially in the form of the Note set out in Exhibit A, with such changes therefrom, if any, as may be approved by you and the Company, and (b) warrants (the "Warrants", such term to include any warrants issued in substitution therefor pursuant to section 15) to purchase 300,000 shares of the Common Stock, par value $1.00 per share (the "Common Stock"), of the Company at an initial exercise price of $7.24 per share, to be substantially in the form of the Warrant set out in Exhibit B, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in section 14; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of Notes and Warrants. The Company has authorized the issuance and sale of $3,000,000 in aggregate principal amount of its 12% Senior Subordinated Notes (the "Notes") due April 19, 2001 (the "Final Maturity Date"), to be substantially in the form of Exhibits A-1 and A-2. The Company has authorized the issuance of Warrants to purchase up to an aggregate of 20,004 shares of Common Stock in the form of the Common Stock Purchase Warrant attached hereto as Exhibits B-1 and B-2 (the "Warrants") to be issued to the Purchaser hereunder as Additional Interest on the Notes pursuant to Section 8.
Authorization of Notes and Warrants. The Company has authorized the:
(a) issuance and sale of $1,200,000 aggregate principal amount of its Senior Secured PIK Notes due 2010 (the “Notes”), in substantially the form of note attached hereto as Exhibit A, bearing interest at a rate of 10.0% per annum, interest payable quarterly in arrears on each Quarterly Payment Date with no amortization;
(b) issuance and sale of 3-year detachable warrants substantially in the form of Exhibit B (the “Warrants” and, together with the Notes, the “Securities”) to purchase an aggregate of up to 19.95% of the Company’s issued and outstanding Common Stock as of the date of this Agreement (as such number of shares of Common Stock may be adjusted from time to time in accordance with the terms of the Warrants, the “Warrant Shares”); and
(c) issuance of the Warrant Shares upon exercise of the Warrants.
Authorization of Notes and Warrants. On or prior to the closing under this Agreement (the “Closing”), the Company shall have authorized the sale and issuance of the Notes and Warrants to the Holders. The Notes will be of one series designated the “2007 Secured Notes.”
Authorization of Notes and Warrants. The Company will authorize the issue and sale of: (i) US$13,000,000 aggregate principal amount, of its Senior Subordinated Convertible Guaranteed Notes due September 1, 2009 (the “Notes”, such term to include any such notes issued in substitution therefore pursuant to Section 15 of this Agreement) and (ii) warrants to purchase up to 13 million shares at an exercise price of $1.37 per share, subject to adjustment, of the Company’s common stock, par value $.10 per share, expiring on the second anniversary of the Closing Date, subject to acceleration under certain circumstances (the “Warrants”). The Notes shall be substantially in the form set out in Exhibit 1, with such changes thereto, if any, as may be approved by you, the Required Holders and the Company. The Warrants shall be substantially in the form set out in Exhibit 2, with such changes thereto, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of Notes and Warrants. The Corporation has authorized the issue and sale of (a) $5,000,000 aggregate principal amount of its 12% Senior Notes due January 1, 2001 (the "Notes", such term to include all Notes issued in substitution therefor pursuant to Section 13), to be substantially in the form of Exhibit A, (b) Common Stock Purchase Warrants (the "Warrants", such terms to include any such warrants issued in substitution therefor), to be substantially in the form of Exhibit B, for the purchase of up to 1,505.4 shares (subject to adjustment) of the Corporation's Common Stock, par value $.001 per share (the "Common Stock"), at a purchase price equal to the Warrant Purchase Price (as defined in the Warrants), at any time or from time to time prior to 5:00 p.m., eastern time, on January 1, 2004 (provided, however, that if any exercise of any Warrant would result in a change in "control" of the Corporation, as defined in Section 1215(b) of the California Insurance Code, then such exercise shall be delayed until such time as the approval of the California Department of Insurance is obtained).
