Purchase and Sale of the Notes. (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).
(b) The Issuer acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter.
(c) The Issuer understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms set forth in the Time of Sale Information.
(d) The Issuer and each Guarantor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and each Guarantor with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuer, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter are advising the Issuer, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and each Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the Issuer, any Guarantor, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Issuer, any Guarantor or any other person. The Issuer agrees that it will no...
Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million and zero/100 Dollars ($2,000,000.00) and including an original issue discount of up to an aggregate of Three Hundred Thousand and zero/100 Dollars ($300,000.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate F...
Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, EPO agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from EPO (a) the principal amount of the 2030 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 99.271% of the principal amount thereof, plus accrued interest, if any, from January 15, 2020 to the Delivery Date, (b) the principal amount of the 2051 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 98.538% of the principal amount thereof, plus accrued interest, if any, from January 15, 2020 to the Delivery Date and (c) the principal amount of the 2060 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 98.485% of the principal amount thereof, plus accrued interest, if any, from January 15, 2020 to the Delivery Date. EPO shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. EPO understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.
Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, Spectra Capital agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of Notes from Spectra Capital set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to % of the principal amount of the Notes, plus accrued interest, if any, from the Delivery Date. Spectra Capital shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.
Purchase and Sale of the Notes. 2.2.1.1. On the Closing Date and from time to time thereafter as provided herein and subject to satisfaction of the conditions set forth in Sections 3.1 and 3.2, the Company agrees to issue and sell, and each Note Purchaser agrees to purchase, for an amount equal to the original principal amount thereof and in accordance with the percentages set forth on Schedule 2.2, Notes in an aggregate original principal amount of up to $10,700,000 (or such greater amount as the Note Purchasers may agree in their sole discretion). The Company issued $900,000 of Notes to the Note Purchasers prior to the First Amendment Effective Date. The purchase price of the Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Closing Date and each subsequent date of issuance of Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree, to the purchase and sale of additional Notes in excess of such amount.
2.2.1.2. The Notes to be issued on the Closing Date shall be in an aggregate original principal amount of $200,000. The proceeds of the Notes issued on the Closing Date shall be used to pay the third party expenses set forth on Schedule 2.2.1 and to pay the Company’s transaction expenses. **** Certain confidential information has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the “SEC”) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit. The location of each omitted portion is indicated by a series of four asterisks in brackets (“[****]”).
2.2.1.3. From time to time following the Closing Date and through the fourth anniversary of the First Amendment Effective Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers, through the fifth anniversary of the First Amendment Effective Date), on not less than 10 Business Days prior writte...
Purchase and Sale of the Notes. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Notes in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.
Purchase and Sale of the Notes. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Issuer hereby agrees to sell to each Note Purchaser, and each such Note Purchaser agrees to purchase from the Issuer, at the Closing, a Note in the original principal amount set forth opposite the name of such Note Purchaser on Schedule I for the purchase price set forth thereon.
Purchase and Sale of the Notes. THE WARRANTS AND SERIES A PREFERRED. At the Closing (as defined in SECTION 1C below) the Company shall issue to each of the Purchasers and, subject to the terms and conditions set forth herein, each of the Purchasers shall severally and independently (and not jointly) purchase from the Company, (i) Notes in the aggregate principal amount set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, (ii) Warrants initially exercisable to acquire the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, and (iii) the number of shares of Series A Preferred set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS.
Purchase and Sale of the Notes. On the terms and subject to the conditions set forth in the Note Purchase Agreement dated as of the Closing Date, and in reliance on the covenants, representations, warranties and agreements therein set forth, the Issuer sold at the Closing to the Administrator, on behalf of Three Pillars the Notes then outstanding in an aggregate initial outstanding principal amount equal to the Initial Note Principal for the Initial Purchase Price. On September 10, 2007, the Administrator, on behalf of Three Pillars, assigned a portion of the Notes to the Funding Agent, on behalf of PARCO, and the Committed Purchaser.
Purchase and Sale of the Notes. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties contained herein, the Company agrees to sell to Investors the principal amount of Notes, equally divided into A Notes and B Notes for which each such Investor shall subscribe. The exact amount of each Investor's subscription is set forth in section 16.2 hereof.
