NEW DEBENTURES AND WARRANTS Sample Clauses

NEW DEBENTURES AND WARRANTS. (a) Issuance of the New Debentures. At the Closing, and subject to the terms and conditions contained in this Agreement, (i) the Issuers shall issue, sell and deliver to each Purchaser (A) a New Debenture substantially in the form of Exhibit A and (B) a Warrant, substantially in the form of Exhibit B (collectively, the "Warrants") to purchase shares of Common Stock and (ii) each Purchaser shall pay to one or more accounts designated by the Issuers prior to the Closing the amount set forth opposite each Purchaser's name on Schedule I hereto by wire transfer of immediately available funds (the "Wire Amount"). The Issuers' agreement with each Purchaser is a separate agreement, and the sale of New Debentures and Warrants to each Purchaser is a separate sale. No Purchaser shall have any obligation to purchase more than the amount set forth opposite such Purchaser's name on Schedule I hereto or any New Debentures not purchased by another Purchaser. Each Issuer shall be jointly and severally liable for all of the monetary and other obligations of the Issuers under this Agreement and each other Financing Document. The Company and the Purchasers agree that 99.5% of the aggregate purchase price to be paid at the Closing by the Purchasers shall be allocated to the sale and purchase of the New Debentures, with the remainder thereof allocated to the sale and purchase of the Warrants. No party hereto shall take a position inconsistent with this allocation unless otherwise required by Law.
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NEW DEBENTURES AND WARRANTS. Not later than the Business Day following the Closing Date, the Company shall issue to the Initial Investors who purchased debentures and warrants at the Initial Closings new debentures and warrants in exchange for the debentures and warrants issued to such Initial Investors at the Initial Closings, which new debentures and warrants shall be identical in all respects to the Debentures and Warrants issued hereunder other than with respect to changes made to evidence that the Debentures and Warrants issued hereunder are part of the same series as the debentures and warrants issued at the Initial Closings. Within three Business Days following receipt of such new debentures and warrants, the Initial Investors shall deliver to the Company the original debentures and warrants issued to the Initial Investors at the Initial Closings.
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NEW DEBENTURES AND WARRANTS. Not later than the Business Day following the Closing Date, the Company shall issue to the Buyers who purchased debentures and warrants at the Initial Closing new debentures and warrants in exchange for the debentures and warrants issued to such Buyers at the Initial Closing, which new debentures and warrants shall be identical in all respects to the Debentures and Warrants issued hereunder other than with respect to changes made to evidence that the Debentures and Warrants issued hereunder are part of the same series as the debentures and warrants issued at the Initial Closing.
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Related to NEW DEBENTURES AND WARRANTS

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Notes and Warrants Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers along with Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Convertible Debentures The Definition of the term "Convertible Debentures" as used in the Master Agreement shall hereinafter include the Additional Debentures.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). 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 Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

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