Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, (a) a convertible promissory note, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in the principal amount set forth on the signature page hereto executed by such Investor, which shall carry an original issue discount of nine percent (9%), or in the aggregate, up to $890,110 (the “OID”), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes, which is included in the principal balance of the Notes (each such amount, the “Principal Amount” of such Note, and all of the Principal Amounts together, the “Aggregate Principal Amount”), with the purchase price of the Notes be computed by subtracting the OID from the Principal Amount, and shall equal in the aggregate, up to nine million Dollars ($9,000,000) (the “Purchase Price”), and (b) a share purchase warrant, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”), registered in the name of such Investor, pursuant to which the Investor shall have the right to acquire Ordinary Shares in the amount set forth on the signature page hereto executed by such Investor, in exchange for each Investor’s respective Funding Amount, as set forth on the signature page hereto executed by such Investor. Each Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, such Investor’s Funding Amount shall be allocable between their Note and their Warrant based on the relative fair market values thereof. No Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. law.
Purchase and Sale of the Notes and the Warrants. 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 and Warrants 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 and the Warrants. Subject to the terms and conditions of this Agreement, each Investor hereby agrees to purchase at the Closing, and the Company hereby agrees to issue and sell to each such Investor at the Closing (i) a Note, dated as of the date of the Closing, in the original principal amount equal to the dollar amount set forth opposite such Investor’s name under the heading “Original Principal Amount” on Schedule A hereto and (ii) a Warrant to purchase shares of Common Stock of the Company as set forth opposite such Investor’s name under the heading “Number of Warrant Shares” on Schedule A hereto, in exchange for cash in the amount set forth opposite such Investor’s name under the heading “Original Principal Amount” on Schedule A hereto.
Purchase and Sale of the Notes and the Warrants. Subject to the terms of this Agreement, the Seller agrees to and does hereby issue, sell and deliver the Note and the Warrants to the Purchaser at the Closing (as defined herein), and Purchaser agrees to and does hereby purchase and accept the Note and the Warrants from the Seller on such dates.
Purchase and Sale of the Notes and the Warrants. At the Closing, the Company will issue and sell to the Buyers the Notes and the Warrants and the Buyers will acquire, accept and pay for, as hereinafter provided, the Notes and the Warrants.
Purchase and Sale of the Notes and the Warrants. The Company agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Purchaser agrees to purchase, the Initial Notes and the Warrants. Such purchase and sale shall take place at a closing (the "Closing") to be held at the offices of Sherburne, Powers, Holland & Knight, at 10:00 a.m. local time, on the date on which this Agreement is executed and delivered (the "Closing Date"). At the Closing, the Company will issue (a) the Initial Note described in clause (a) in Section 2.01 to MSC, dated the Closing Date and payable to the order of MSC, and the Company will issue to MSC the MSC Warrant, against receipt of funds by wire transfer to an account or accounts designated by the Company prior to the Closing in the amount of $1,055,638, and (b) the Initial Note described in clause (b) in Section 2.01 to MSI dated the Closing Date and payable to the order of MSI, and the Company will issue to MSI the MSI Warrant, against receipt of funds by wire transfer to an account or accounts designated by the Company prior to the Closing in the amount of $144,362. The parties hereto hereby acknowledge and agree that the purchase and sale of the Initial Notes and the Warrants hereunder is part of an overall financing provided by MSC and MSI to the Consolidated Group, which financing also includes, among other things, the issuance by LTHBV of the LTHBV Notes, the delivery of the Foreign Guaranties and the execution and delivery of the LTHBV Note Purchase Agreement.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein at the applicable closing (each, a “Closing”, and the date each Closing is consummated being a “Closing Date”) as more particularly set forth in Section 2.2, the Company may issue and sell to the Investor, and the Investor may purchase from the Company, for the aggregate Funding Amount (a) convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note”), in the aggregate principal amount of up to Fourteen Million Four Hundred Thousand Dollars ($14,400,000) (the “Principal Amount”), and (b) Common Stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant”), registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire shares of Common Stock in accordance with the terms thereof in the applicable Warrant Share Amount.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), 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. No later than the close of business on the Proposal Date, the Company shall issue to the Investors entitled thereto the Warrants for no additional consideration in accordance with Section 7.10.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to Purchasers, and Purchasers, severally and not jointly, hereby agree to purchase from the Company, the Bridge Notes and the Warrants (allocated amongst the Purchasers as set forth on Exhibit D hereof), at the Closing (as such term is defined in Section 2.1 hereof). The aggregate purchase price for the Bridge Notes and the Warrants sold pursuant to this Agreement (including any additional shares of Common Stock issuable pursuant to Section 8.6) shall be $3,000,000 (the "Purchase Price") (allocated amongst the Purchasers as set forth on Exhibit D hereof). "Operative Documents" as used herein shall mean this Agreement, the Bridge Notes, the Warrants, the Security Agreement and the Certificate of Designations for the Series D Preferred Stock.
Purchase and Sale of the Notes and the Warrants. (a) Subject to the terms and conditions set forth herein, on the First Closing Date (i) the Company and the Subsidiaries shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company and the Subsidiaries, the Initial Notes, registered in the name of the Purchaser, at a purchase price equal to $2,004,750, representing 99% of the principal amount thereof; and (ii) the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Initial Warrants, having an exercise price (the "Warrant Exercise Price") of $2.25 per share, registered in the name of the Purchaser, at an aggregate purchase price of $20,250. The Initial Notes and the Initial Warrants are herein sometimes collectively referred to as the "Initial Securities."
(b) As payment in full for the Initial Securities being purchased by it hereunder on the First Closing Date, and against delivery thereof as aforesaid, the Purchaser shall deliver to the Company, on behalf of the Company and the Subsidiaries, on the First Closing Date a certified or official bank check in New York Clearing House funds, payable to the order of the Company, in the amount of the aggregate purchase price therefore or shall transfer such sum to the account of the Company by wire transfer.
