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.
Purchase and Sale of Debentures and Warrants. Upon the terms and subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Company agrees to sell and each Purchaser hereby irrevocably agrees to purchase the full amount of Securities designated on the signature page hereto executed by each Purchaser for the Purchase Price indicated on the signature page hereto at a per Unit price of $25,000. The Purchase price for the Securities purchased by each Purchaser shall equal the aggregate principal amount of the Debentures being purchased by such Purchaser.
Purchase and Sale of Debentures and Warrants. Upon the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers for delivery at the respective addresses of the Purchasers, against payment to the Company of the respective amounts set forth opposite the Purchasers' names in Exhibit A hereto:
(a) up to $1,956,082 aggregate principal amount of the Company's Redeemable Convertible Debentures, in the form attached hereto as Exhibit B (the "Debentures"), bearing an initial interest rate of 5% per annum (subject to increase under specific conditions) and maturing on May 9, 2003 (the "Maturity Date"). The Debentures shall be convertible into shares (the "Conversion Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") at the Conversion Price (as defined in the Debentures) and in the manner provided for in the Debentures. The term "Debentures" as used herein shall include the Debentures originally issued pursuant to the provisions of this Agreement and any debentures delivered in substitution or exchange therefor; and
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.
(b) The Debentures will be issued pursuant to the Trust Indenture, by and between the Company and Computershare Trust Company of Canada, in substantially the form attached hereto as Exhibit B (the "Trust Indenture").
(c) Upon the following terms and conditions, the Purchasers shall be issued Series P Warrants, in substantially the form attached hereto as Exhibit C (the “Warrant Certificates”), each Warrant exercisable to acquire one share of Common Stock at the Exercise Price for a period of eighteen (18) months from the Closing Date.
Purchase and Sale of Debentures and Warrants a. Purchase of Debentures and Warrants. The issuance, sale and purchase of the Debentures shall take place in two (2) separate closings, the first of which is hereinafter referred to as the "First Closing" and the second of which is hereinafter referred to as the "Second Closing."
(i) On the First Closing Date, subject to the satisfaction (or waiver) of the relevant conditions set forth in Section 6 and Section 7 below, the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 58.33% of the Debentures and the Warrants for $3,500,000 (the "First Purchase Price").
(ii) On the Second Closing Date, subject to the satisfaction (or waiver) of the conditions set forth in Section 6 and Section 7 below, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company, 41.67% of the Debentures and Warrants for $2,500,000 (the "Second Purchase Price" and, together with the First Purchase Price, the "Purchase Prices").
Purchase and Sale of Debentures and Warrants. Section 2.1 Purchase and Sale of Initial Debentures and Initial Warrants. ------------------------------------------------------------
Purchase and Sale of Debentures and Warrants. (a) Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date (as defined below), each Subscriber shall purchase and the Company shall sell to each Subscriber the Debentures for the portion of the Purchase Price designated on the signature pages hereto.
(b) On the Closing Date, the Company will issue and deliver Warrants to each Subscriber. One Warrant will be issued for each Conversion Share that would be issued to the Subscriber if the Subscriber had converted its Debenture on the Closing Date. The exercise price to acquire a Warrant Share upon exercise of a Warrant shall be $1.00. The Warrants shall be exercisable until five years after the issue date of the Warrants.
Purchase and Sale of Debentures and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, separate Debentures in the aggregate minimum principal amount of at least $2,000,000 and up to an aggregate maximum principal amount of $3,000,000 (the "Purchase Price"), bearing interest at the rate of seven percent (7%) per annum, due November 20, 2004, and Warrants to purchase shares of the Company's Common Stock.
Purchase and Sale of Debentures and Warrants. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees to purchase, at the Closing, and the Company agrees to sell and issue to each Buyer, at the Closing, in exchange for such Buyer’s portion of the Purchase Price, Debentures and Warrants in the amounts, set forth on such Buyer’s signature page hereto.
Purchase and Sale of Debentures and Warrants. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, and Company agrees to sell and issue to Buyer, the Debentures and the Warrants in the amount of the Purchase Price set forth on Schedule 1 attached hereto. The Purchase Price for each Debenture purchased shall be twenty (20%) less than the aggregate principal amount of each such Debenture purchased, which 20% discount shall constitute original issue discount. The aggregate principal of Debentures which may be purchased under this Agreement from time to time shall not exceed $1,000,000. The initial Debenture sale shall be for an aggregate purchase price of $300,000 and a principal amount of $360,000.
