Issuance of the Notes and the Warrants. Upon the terms and subject to the conditions contained in this Agreement, the Corporation has authorized the issuance to the Purchaser of, and the Purchaser has committed to purchase from the Corporation, (a) up to $5,000,000 (the "Total Commitment") in aggregate principal amount of its 10% subordinated promissory notes (the "10% Notes") due on the date (the "Maturity Date") which is the earlier to occur of (i) any Fundamental Change, Change of Control or Liquidity Event and (ii) June 30, 2000, each such 10% Note to be substantially in the form of EXHIBIT A attached hereto, and (b) warrants (the "Warrants") to purchase up to 69,930 Class A Common Shares (the "Warrant Shares"), each such Warrant to be substantially in the form of EXHIBIT B attached hereto.
Issuance of the Notes and the Warrants. At the Closing, the -------------------------------------------- Company shall issue to the Purchasers and, subject to the terms and conditions set forth herein, the Purchasers shall obtain from the Company, the Notes and the Warrants in consideration of each Purchaser's agreement to make their portion of the Loan to the Company.
Issuance of the Notes and the Warrants. The issuance of the Notes and the Warrants has been duly authorized and, when issued and paid for in accordance with the Transaction Documents, the Notes and Warrants will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock equal to at least 100% of the sum of the maximum number of (i) Conversion Shares issuable upon conversion of the Notes pursuant to this Agreement and the terms and conditions of the Notes and (ii) Warrant Shares issuable upon exercise of the Warrants pursuant to this Agreement and the terms and conditions of the Warrants. When issued upon conversion of the Notes, the Conversion Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens. When issued upon exercise of the Warrants, the Warrant Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens.
Issuance of the Notes and the Warrants. The Notes and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"), other than those created by the Purchasers with third parties. The Company has on the date hereof and will, at all times while the Notes and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Notes and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Notes and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Notes, assuming such conversion occurred on the Original Issue Date, the Notes remain outstanding for two years and all interest is paid in shares of Common Stock and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Notes and the Warrants. The shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants are collectively referred to herein as the "Underlying Shares." The Notes, the Warrants and the Underlying Shares are collectively referred to herein as, the "Securities." When issued in accordance with the Notes and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens other than those created by the Purchasers with third parties.
Issuance of the Notes and the Warrants. All actions required by any applicable Law or necessary in the reasonable opinion of the Purchasers to issue the Notes and the Warrants (other than furnishing the Information Statement to the Company’s stockholders pursuant to Regulation 14C of the Exchange Act and amending the Company’s Certificate of Incorporation to increase the authorized number of shares of Common Stock) shall have been duly taken (or provisions therefor shall have been made), including, without limitation, the making of all registrations and filings, and all necessary consents shall have been received;
Issuance of the Notes and the Warrants. 1.1 Authorization of Issuance.
(a) $3,000,000, such Notes to be substantially in the form of Exhibit A attached hereto.
(b) The Company has authorized the issuance of Warrants to purchase an aggregate of 702,000 shares of Common Stock, such Warrants to be substantially in the form of Exhibit B attached hereto.
(c) Each Purchaser shall be entitled to receive Warrants at the rate of 234,000 Warrants per $1,000,000 principal amount of Notes actually purchased.
(d) The Notes and the Warrants are sometimes collectively referred to herein as the "Securities." As used herein, the term "Warrant" refers to a warrant to purchase one share of Common Stock (or such other number of shares of Common Stock as a result of any adjustments made pursuant to the anti-dilution provisions of the Warrants) and a designated number of Warrants refers to warrants to purchase the same number of shares of Common Stock (or such other number of shares of Common Stock as a result of any adjustments made pursuant to the anti-dilution provisions of the Warrants).
Issuance of the Notes and the Warrants
