Purchase and Sale of Note and Warrant. On the Closing Date (as hereinafter defined), subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue, the Note and the Warrant.
Purchase and Sale of Note and Warrant. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set forth in Section 4.1, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Closing Date (as defined below), the Note and the Warrant (the “Closing”).
Purchase and Sale of Note and Warrant. 1.1 Purchase and Sale of Note and Warrant.
(a) Upon the terms and conditions set forth in this Agreement, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Note in substantially the form attached hereto as Exhibit B in the original principal amount of One Million Five Hundred Thousand Dollars and NO/100 (US$1,500,000.00). The Company and Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemptions from securities registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
(b) Upon the terms and conditions set forth in this Agreement, the Company agrees to issue to Purchaser a Warrant, in substantially the form attached hereto as Exhibit C, to purchase One Million Three Hundred and Sixty-Five Thousand (1,365,000) shares of Common Stock.
Purchase and Sale of Note and Warrant. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, a senior secured convertible promissory note in the aggregate principal amount of Three Million One Hundred Thousand Dollars ($3,100,000.00) bearing interest at the rate of eight percent (8%) per annum, due ______ __, 2005, convertible into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Note") and a warrant to purchase shares of Common Stock, in substantially the form attached hereto as Exhibit C (the "Warrant"). The Company and the Purchaser 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") as promulgated by the Commission under the Securities Act, 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 Note and Warrant. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, (i) one or more senior secured promissory notes in an aggregate principal amount of up to $5,600,000 and (ii) a common stock purchase warrant, in substantially the form attached hereto as Exhibit A (the “Warrant”), to purchase 1,000,000 shares of Common Stock, par value $0.10 per share, of the Company (the “Common Stock”) at the exercise price and upon the terms and conditions set forth therein.
(b) At the Closing (as hereafter defined), upon satisfaction of the terms and conditions set forth herein, the Company shall issue to the Investor a promissory note, substantially in the form of Exhibit B hereto (the “Note”), in the aggregate principal amount of Five Million Six Hundred Thousand Dollars ($5,600,000), and the Investor shall advance, as payment in full for the Note, the sum of Five Million Six Hundred Thousand Dollars ($5,600,000), less the amount of the original issue discount set forth below. The Investor is further permitted to deduct and retain from the advance made on the Closing Date the fees and expenses of the Investor as permitted by Section 7.1 hereto. The issuance and sale of the Note is referred to herein as the “Closing”. At the Closing, the Company shall deliver to the Investor the Warrant to purchase 1,000,000 shares of Common Stock at the exercise price and upon the terms and conditions as set forth therein. The Note shall be on an original issue discount basis, reflecting an unconditional non-refundable original issue discount in the amount of $616,000 for the period commencing with the Closing Date (as defined below) through the scheduled Maturity Date, as set forth in the Note.
Purchase and Sale of Note and Warrant. 1.1 ISSUANCE AND SALE OF 8% CONVERTIBLE PROMISSORY NOTE AND WARRANT. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as hereafter defined), and the Company agrees to issue and sell to the Investor at the Closing, the Note and the Warrant, for an aggregate purchase price of Two Hundred Fifty Thousand ($250,000) Dollars (the "Purchase Price").
Purchase and Sale of Note and Warrant. AND GRANT OF SECURITY INTEREST -------------------------------------
Purchase and Sale of Note and Warrant. 2
1.1 Purchase of Note and Warrant. 2
1.2 The Closing Date. 2 1.3 Form of Payment. 2
1.4 Waiver of Rights With Respect to Proposed Acquisition. 2 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 3 2.1 Organization, Good Standing and Qualification. 3
Purchase and Sale of Note and Warrant. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (i) a 10% senior secured convertible promissory note in the aggregate principal amount of $1,020,000, 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 A (the “Note”). The Company and the Purchaser 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.
(b) Upon the following terms and conditions, the Purchaser shall be issued a Warrant, in substantially the form attached hereto as Exhibit B (the “Warrant”), to purchase, subject to adjustment as set forth in the Warrant, 2,500,000 shares of Common Stock at an exercise price per share equal to the Warrant Price (as defined in the Warrant) for a term of five (5) years following the Closing Date.
Purchase and Sale of Note and Warrant. 1.1 Purchase of Note and Warrant
1.2 The Closing Date 1.3 Form of Payment
