Purchase and Issuance of Debentures Sample Clauses

Purchase and Issuance of Debentures. On the basis of the representations and warranties contained in this Agreement and subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for the specified aggregate principal amount of Debentures upon and subject to the conditions set forth elsewhere in this Agreement and at the aggregate purchase price set forth in Section 14. The closing of the purchase (the "Closing") shall occur on July 8, 1998 (the "Closing Date"); provided that (a) the purchase price has been delivered by the Subscriber to the Company, a mutually acceptable escrow agent or as otherwise agreed between the parties (in immediately available funds via a wire transfer pursuant to instructions previously delivered for such purpose), (b) the principal amount of Debentures subscribed for hereby shall have been issued and delivered by the Company to the Subscriber, a mutually acceptable escrow agent or as otherwise agreed between the parties and (c) all other conditions precedent to the obligations of the Subscriber and the Company set forth herein shall have been satisfied or waived in writing.
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Purchase and Issuance of Debentures. Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for the principal amount of Debentures and at the aggregate purchase price set forth in Section 14 on the signature page hereto. Subject to the satisfaction (or waiver) of the conditions thereto set forth in each of Section 1.4 and 1.5 below (i) at the First Closing, the Company shall issue and sell to the Subscriber and the Subscriber shall purchase from the Company the principal amount of Debentures for the purchase price set forth in Section 14 as the "First Closing Amount"; and (ii) at the Second Closing, the Company shall issue and sell to the Subscriber and the Subscriber shall purchase from the Company the principal amount of Debentures for the purchase price set forth in Section 14 as the "Second Closing Amount."
Sample 1
Purchase and Issuance of Debentures. The Subscriber hereby ---------------------------------- subscribes for the principal amount of Debentures and at the aggregate purchase price set forth in Section 14. The closing of the purchase (the "Closing") shall occur on January 30, 1997 (the "Closing Date"); provided that (i) the purchase price has been delivered by the Subscriber to the Company, a mutually acceptable escrow agent or as otherwise agreed between the parties (in same day funds via a wire transfer pursuant to instructions previously delivered for such purpose), (ii) the Debentures subscribed for hereby shall have been executed, issued and delivered by the Company to Subscriber, a mutually acceptable escrow agent or as otherwise agreed between the parties, (iii) the Common Stock Purchase Warrant shall have been executed, issued and delivered by the Company to Subscriber and (iv) other conditions precedent to the obligations of the Subscriber set forth herein shall have been satisfied.
Sample 1

Related to Purchase and Issuance of Debentures

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

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

  • Conversion of Debentures Section 16.01.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. 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.

  • Redemption of Debentures 17 Section 3.1 Redemption................................................17 Section 3.2 Special Event Redemption..................................17 Section 3.3 Optional Redemption by Company............................17 Section 3.4

  • Original Issuance of Notes 3 Section 2.01 Form..............................................................................3 Section 2.02 Execution, Authentication and Delivery............................................3 Section 2.03

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

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