Purchase and Sale Closings. On and subject to the terms and conditions set forth herein, at one or more closings (each a “Closing”), in return for the Consideration paid by each Purchaser, the Issuers shall sell and issue to (a) each Last Out Purchaser one or more secured convertible promissory notes substantially in the form attached hereto as Exhibit C-1 (the “Last Out Notes”), (b) BL FF First Out Purchasers (other than with respect to any BL FF First Out Purchasers purchasing a BL FF First Out Subordinated Note), one or more secured promissory notes substantially in the form attached hereto as Exhibit C-2 (the “BL FF First Out Senior Notes”), (c) each FF Ventures First Out Purchaser (other than with respect to any FF Ventures First Out Purchaser purchasing a FF Ventures First Out Subordinated Note), a secured convertible promissory note substantially in the form attached hereto as Exhibit C-3 (as such note is amended and restated as of the First Amendment Date, the “FF Ventures First Out Senior Notes”), (d) BL FF First Out Purchasers (other than with respect to any BL FF First Out Purchasers purchasing a BL FF First Out Senior Note), a BL FF First Out Subordinated Note in the form attached hereto as Exhibit C-5 (the “BL FF First Out Subordinated Notes”), (e) each FF Ventures First Out Purchaser (other than with respect to any FF Ventures First Out Purchaser purchasing a FF Ventures First Out Senior Note), a FF Ventures First Out Subordinated Note in the form attached hereto as Exhibit C-3 with such amendments necessary to reflect the subordination in payment to the First Out Senior Notes (the “FF Ventures First Out Subordinated Notes”), (f) each Priority Last Out Purchaser, a secured promissory note substantially in the form attached hereto as Exhibit C-6 (the “Priority Last Out Note”), (g) each BL Intermediate Last Out Purchaser, a secured promissory note substantially in the form attached hereto as Exhibit C-7 (the “BL FF Intermediate Last Out Note”), and (h) each FF Ventures Intermediate Last Out Purchaser, a secured convertible promissory note substantially in the form attached hereto as Exhibit C-8 (the “FF Ventures Intermediate Last Out Note” and collectively with the BL FF Intermediate Last Out Note, the “Intermediate Last Out Notes”). Each Note shall have a principal amount equal to the Consideration paid or contributed by such Purchaser for the Note, as set forth on the schedule attached hereto as Exhibit D (as may be amended to reflect Subsequent Closings, the “Schedule ...
Purchase and Sale Closings. The purchase and sale of the Shares shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at any times on or before June 30, 1998 as the Company and the Investor agree upon orally or in writing (the first of which times is designated the "Initial Closing," all others of which are designated "Subsequent Closings" and all of which times are collectively designated as "Closings"), but in any event no later than three business days after Investor's receipt of a written request from the Company setting forth the number of shares to be purchased and sold at the Closing in question. At each Closing the Company shall deliver to the Investor a certificate representing the Series I Preferred that the Investor is purchasing against payment of the aggregate purchase price therefor by check, wire transfer or any combination thereof.
Purchase and Sale Closings. SECTION 1.01. Purchase and Sale of the Purchased Perpetual Preferred Shares 1 SECTION 1.02. Initial Closing 1 SECTION 1.03. Purchase and Sale of the Purchased Convertible Preferred Shares 3 SECTION 1.04. Convertible Preferred Stock Closing 4 SECTION 1.05. Frustration of Closing Conditions 4
Purchase and Sale Closings. On and subject to the terms and conditions set forth herein, at one or more closings (each a “Closing”), in return for the Consideration paid by each Purchaser, the Issuers shall sell and issue to (a) such Last Out Purchaser one or more secured convertible promissory notes substantially in the form attached hereto as Exhibit C-1 (the “Last Out Notes”), (b) each BL FF First Out Purchaser, a secured promissory note substantially in the form attached hereto as Exhibit C-2 (the “BL FF First Out Notes”) and (c) each FF Ventures First Out Purchaser, a secured convertible promissory note substantially in the form attached hereto as Exhibit C-3 (the “FF Ventures First Out Notes”). Each Note shall have a principal amount equal to the Consideration paid or contributed by such Purchaser for the Note, as set forth on the schedule attached hereto as Exhibit D (the “Schedule of Purchasers”). Each Last Out Note and the FF Ventures First Out Note shall be convertible into such other securities as set forth in Section 4.3.3.
Purchase and Sale Closings
