Issuance of Notes and Warrants. In reliance upon the representations, warranties and covenants of the parties set forth herein, the Company agrees to issue, sell and deliver to the Purchasers, and the Purchasers agree to purchase from the Company, the Notes and Warrants. The purchase price for the Notes and Warrants shall be payable in immediately available funds.
Issuance of Notes and Warrants. At the Closing (as defined below), the Company agrees to issue and sell to each Investor, and, subject to all of the terms and conditions hereof, each Investor agrees to purchase a promissory note in the form of Exhibit A hereto (each, a “Note,” and collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto. In consideration for the purchase by each Investor of its Note, the Company will issue to each Investor a warrant in the form attached hereto as Exhibit B (each, a “Warrant,” and collectively the “Warrants”) to acquire shares of the Company’s Common Stock. Each Investor shall be entitled to receive a Warrant for a number of shares of the Company’s Common Stock determined by dividing 25% of the original principal amount of such Investor’s Note by the Exercise Price (as defined in the Warrant).
Issuance of Notes and Warrants. The Company agrees to issue and sell to each of the Investors and. subject to all of the terms and conditions hereof. each of the Investors severally agrees to purchase (i) a convertible promissory note in the form of Exhibit A hereto (each a "Note" and collectively the "Notes'') in the principal amount set forth opposite the respective Investor's name on Schedule I hereto and (ii) a warrant to purchase capital stock of the Company in the form of Exhibit B hereto (each a "Warrant" and collectively, the "Warrants") for the purchase price set forth opposite the respective Investor's name on Schedule I hereto. After consideration of all relevant factors; the Company and the Investors agree that the value of the Warrants is equal to $0.001 times the principal amount of the Note. The obligations of the Investors to purchase Notes are several and not joint and the obligations of the Investors to purchase Warrants are several and not joint.
Issuance of Notes and Warrants. Each Purchaser shall have received from the Company duly executed Notes and Warrants as required by this Agreement.
Issuance of Notes and Warrants. At the Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and, subject to all of the terms and conditions hereof, each of the Investors severally agrees to purchase a convertible promissory note in the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on the signature page hereto. The obligations of the Investors to purchase Notes are several and not joint.
Issuance of Notes and Warrants. The Notes and Warrants upon issuance:
(i) will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer, set forth herein, under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized, fully paid and nonassessable;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company;
(iv) will not subject the holders thereof to personal liability by reason of being such holders; and
(v) will have been issued in reliance upon an exemption from the registration requirements of and will not result in a violation of Section 5 under the 1933 Act.
Issuance of Notes and Warrants. 2.1 Authorization and Issuance of the Notes and Warrants. Upon the following terms and conditions, the Company has duly authorized the issuance and sale to Purchasers of (a) up to $1,000,000 in aggregate principal amount of Notes, and each Purchaser shall purchase from the Company, and (b) Warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock, at an exercise price of $1.30 per share. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("Regulation D") as promulgated by the Commission under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act.
Issuance of Notes and Warrants. The issuance, sale and delivery of the Notes and Warrants in accordance with this Agreement, the issuance and delivery of the shares of the Company’s capital stock issuable upon conversion or exercise of the Notes and Warrants and the performance by the Company of its obligations under the Notes and Warrants have been, or will be on or prior to the Closing, duly authorized by all necessary corporate action on the part of the Company.
Issuance of Notes and Warrants. The Co-Borrowers shall have issued the Notes as required by Section 2.1 and SMEI shall have issued the Warrant Certificates as required by Section 2.8.
Issuance of Notes and Warrants. The Notes are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. The issuance, sale and delivery by the Borrower of the Warrants and the shares of Common Stock issuable upon exercise thereof (the “Warrant Shares”) have been duly authorized by all requisite corporate action, and when so issued, sold and delivered, the Warrants and the Warrant Shares, if any, will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Borrower or others. The Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the full exercise of the Warrants.
