Purchase and Sale of Convertible Notes. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, Convertible Notes in the aggregate principal amount of $500,000.00.
Purchase and Sale of Convertible Notes. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, such principal amount of Convertible Notes as is set forth opposite each Purchaser's name on Schedule 2.1 attached hereto.
Purchase and Sale of Convertible Notes. Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Company covenants and agrees to sell to the Purchaser, at a purchase price of $______ (the "Purchase Price"), (i) a convertible note in registered form in a principal amount of $______ and substantially in the form of Exhibit A hereto (the "Note"), such Note convertible at the option of the holder thereof into a number of Note Shares determined pursuant to Article 3 of the Note according to the terms and conditions set forth in the Note, and (ii) a warrant to purchase ______ shares of the Company's Common Stock, $.01 par value per share (the "Common Stock") in substantially the form of Exhibit B hereto (the "Warrant"), and upon the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees to purchase from the Company, the Note and the Warrant at the Purchase Price. All capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Note and the Warrant.
Purchase and Sale of Convertible Notes. Upon the terms and conditions contained herein, each of the Investors agrees to purchase from the Company, at the Closing as defined in Section 1.2, and the Company agrees to issue and sell to each of the Investors, the principal amount of Convertible Notes in the form of Exhibit B hereto set forth on Exhibit A hereto for a purchase price equal to the principal amount of such Convertible Notes.
Purchase and Sale of Convertible Notes. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, Convertible Notes up to the aggregate Commitment Amount.
Purchase and Sale of Convertible Notes. (a) Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, on the Closing Date (as hereinafter defined), Convertible Notes in the principal amount set opposite its name on Schedule I ---------- for a purchase price of 100% of the principal amount thereof (the "Purchase Price"). Each Purchaser shall deliver a check in payment of the Purchase Price to the Escrow Agent according to the schedule set forth in each respective Convertible Note.
Purchase and Sale of Convertible Notes. 2.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company Convertible Notes in the principal amount set forth upon the signature page hereof for a Purchase Price equal to such principal amount. Upon execution, the subscription by the Subscriber will be irrevocable.
Purchase and Sale of Convertible Notes. At each Closing (as defined below), each Purchaser agrees, severally and not jointly, on the terms of and subject to the conditions specified in this Agreement, to purchase from the Company, according to each Purchaser's pro rata share (based upon the respective "Commitment Percentage" of each Purchaser as set forth on Schedule 2.1 attached hereto), and the Company agrees to sell to the Purchasers, convertible promissory notes dated as of the date of such Closing in the form attached to this Agreement as Exhibit A (the "CONVERTIBLE NOTES"); provided, however, that in no event shall the Purchasers be obligated hereunder to purchase, in the aggregate, more than a principal amount of Fifteen Million Dollars ($15,000,000) of Convertible Notes.
Purchase and Sale of Convertible Notes. At the Closing (as defined below), Xxxxxxxxxx agrees on the terms of and subject to the conditions specified in this Agreement, to purchase from the Company, and the Company agrees to sell to Highbridge, the Highbridge Note.
Purchase and Sale of Convertible Notes. At the Closing, subject to the terms of this Agreement and the satisfaction or waiver of the conditions set forth in Articles VI and VII hereof, the Company will issue and sell to each Investor, and each Investor will (on a several and not a joint basis) purchase from the Company, Convertible Notes in the principal amount set forth beneath such Investor's name on the signature pages hereof substantially in the form of Exhibit A hereto (the "Convertible Note(s)". The Convertible Notes will bear annual interest (the "PIK Interest"), payable in shares of Common Stock (the "PIK Interest Shares"), at a fixed rate of 7% of the aggregate number of shares of Common Stock into which a Convertible Note is convertible. The PIK Interest will be payable quarterly in arrears. If the PIK Interest Shares are not then-covered by an effective registration statement, then each Investor, individually and not severally, may choose in its sole discretion to have the PIK Interest paid in PIK Interest Shares or cash, with the exception of the first interest payment payable hereunder, which shall in any event be payable in Common Stock.
