Commitments to Purchase. (a) From time to time during the Credit Availability Period, the Company may issue and sell to each Purchaser and, subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Company contained herein, such Purchaser agrees to purchase from the Company, Notes in an aggregate principal amount at any one time outstanding not to exceed such Purchaser's Purchase Commitment. The purchase price for the Notes shall be 100% of the principal amount thereof. Within the foregoing limits, the Company may prepay Notes pursuant to Section 4 of the Notes and sell additional Notes to each Purchaser at any time during the Credit Availability Period.
Commitments to Purchase. Holdings agrees to issue and sell and, subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Holdings contained herein, each Purchaser agrees to purchase the aggregate principal amount of Notes and number of Shares set forth opposite the name of such Purchaser on the signature pages hereto. The purchase price for the Notes shall be $47.2644 per $100 principal amount thereof and the purchase price for the Shares shall be $0.50 per Share. The Shares purchased hereunder are subject to the rights, obligations, restrictions and other terms and provisions of the Shareholders Agreement.
Commitments to Purchase. Subject to the terms and conditions herein, the Issuer agrees to issue and sell to each Purchaser and each Purchaser agrees, severally but not jointly, to purchase from the Issuer the shares of Voting Common Stock ("Common Shares") and shares of Series A Convertible Preferred Stock, par value $.01 per share ("Series A Preferred Shares" and, together with the Common Shares, the "Shares") of the Issuer in such amounts as are set forth opposite such Purchaser's name on the signature pages hereof.
Commitments to Purchase. (a) STC agrees to sell and, subject to the terms and conditions set forth herein and in reliance on the representations and warranties of STC contained herein, each Purchaser agrees to purchase the number of shares of Redeemable Preferred Stock set forth below such Purchaser's name on the signature pages hereto, for the cash purchase price of $96.50 per share.
(b) As an inducement to the Purchasers to enter into this Agreement, Holdings agrees that, concurrently with the consummation of the transactions contemplated hereby, it shall issue to each Purchaser, for no additional consideration, Warrants to purchase Common Stock in accordance with Schedule I hereto (it being agreed by the parties hereto that of the cash purchase price being paid for the Redeemable Preferred Stock, an amount equal to $.01 per Warrant will be deemed to have been paid to Holdings in consideration for the Warrants to be issued hereunder). The Purchasers acknowledge and agree that at no time will any Warrant be exercisable for shares of Common Stock that are not Vested Warrant Shares, as defined in the Warrant.
(c) STC and Holdings, jointly and severally, agree to pay to the Purchasers, in such proportions as they agree among themselves, a funding fee in the amount of $450,000 payable at Closing.
Commitments to Purchase. The Company agrees to sell and, subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Company contained herein, each of the Purchasers agrees, severally but not jointly, to purchase the number of shares of Common Stock, par value $.01 per share (the "Common Stock"), or Class A Common Stock, par value $.01 per share (the "Class A Common Stock" and together with the Common Stock, the "Securities"), of the Company set forth below such Purchaser's name on Exhibit A hereto, for the cash purchase price set forth below such Purchaser's name on Exhibit A hereto.
Commitments to Purchase. Limits on Purchaser's ---------------------------------------------- Obligations. Upon the terms and subject to the conditions of this Agreement, ----------- from time to time prior to the Termination Date, Seller may request that Purchaser purchase from Seller ownership interests in the Pool Assets (each being a "Purchase") and Purchaser shall make such Purchase; provided that no -------- Purchase shall be made by Purchaser to the extent that, after giving effect thereto, either (a) the then Purchaser's Total Investment would exceed the lesser of (i) the Utilization Cap Amount, or (ii) $20,000,000 or such larger amount as may be mutually agreed to in writing by the parties hereto (the "Purchase Limit"), or (b) the Asset Interest would exceed the Allocation Limit; -------------- and provided further that each Purchase made pursuant to this Section 1.01 shall ---------------- ------------ have a Purchase Price of at least $100,000 and shall be in integral multiples of $100,000.
Commitments to Purchase. The Company agrees to sell and ----------------------- subject to the terms and conditions set forth herein, each of the Purchasers agrees, severally but not jointly, to purchase, on the Effective Date (the "Drawdown Date") for a purchase price equal to 100% of the principal amount of the Notes so purchased Notes in a principal amount equal to its commitment as set forth on Annex I hereto (each, a "Commitment").
Commitments to Purchase. At the Closing (as defined below) the Issuer agrees to issue and sell to each Purchaser and each Purchaser agrees, severally but not jointly, to purchase from the Issuer the number of shares of Nonvoting Common Stock, par value $.01 per share (the "Common Shares"), or shares of Series A Nonvoting Convertible Preferred Stock, par value $.01 per share ("Series A Preferred Shares" and, together with the Common Shares, the "Shares"), of the Issuer as are set forth opposite such Purchaser's name on Schedule I attached hereto at the aggregate purchase price set forth opposite such Purchaser's name on Schedule I.
Commitments to Purchase. Upon the basis of the representations and warranties herein contained of each Purchaser, the Issuer agrees to issue and sell to each Purchaser listed on the signature pages hereto and each Purchaser, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees severally but not jointly, to purchase from the Issuer on each Closing Date the Bridge Securities in the principal amount and at the price as is set forth below such Purchaser's name on the signature pages hereof in respect of such Closing Date.
Commitments to Purchase. The Company grants to Purchaser, subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Purchaser contained herein, the right and option (the "Option") to purchase from the Company at a purchase price of $1.50 per share ("Purchase Price") such number of shares of Class A common stock, par value $0.01 per share ("Class A Common Stock" or the "Securities"), of the Company as determined by dividing (i) the total amount (or any portion thereof as determined by Purchaser) of Purchaser's annual bonus if and when earned by Purchaser for the year ended December 31, 1999 ("1999 Annual Bonus") as determined in accordance with Section 3(b) of that certain Employment Agreement, by and between Purchaser and ClientLogic Operating Corporation, a Delaware corporation and wholly-owned subsidiary of the Company ("Operating"), dated effective as of April 1, 1999 (a copy of which is attached hereto as Exhibit A) by (ii) the Purchase Price.
