Purchase and Sale of the Notes and Warrants Sample Clauses

Purchase and Sale of the Notes and Warrants. Section 1.1 Purchase and Sale of Notes 1 Section 1.2 Warrants 1 Section 1.3 Conversion Shares 1 Section 1.4 Purchase Price and Closing 1

Purchase and Sale of the Notes and 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 Warrants. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Investor will purchase from the Company, and the Company will issue, sell and deliver to the Investor: 2.1 Tranche A Convertible Notes in an aggregate principal amount of US$22,250,000, with an initial conversion price of US$2.60 per Ordinary Share or US$2.60 per ADS, for a total aggregate purchase price of US$22,250,000, such amount to be paid in full, in cash to the Company at the Closing; 2.2 Tranche B Convertible Notes in an aggregate principal amount of US$13,350,000, with an initial conversion price of US$5.20 per Ordinary Share or US$5.20 per ADS, for a total aggregate purchase price of US13,350,000, such amount to be paid in full, in cash to the Company at the Closing; 2.3 Tranche C Convertible Notes in an aggregate principal amount of US$4,450,000, with an initial conversion price of US$7.80 per Ordinary Share or US$7.80 per ADS, for a total aggregate purchase price of US$4,450,000, such amount to be paid in full, in cash to the Company at the Closing; 2.4 Tranche I Warrants in an aggregate principal amount of US$5,000,000, with an initial exercise price of US$1.50 per Ordinary Share or US$1.50 per ADS; 2.5 Tranche A Warrants in an aggregate principal amount of US$2,750,000, with an initial exercise price of US$2.60 per Ordinary Share or US$2.60 per ADS; 2.6 Tranche B Warrants in an aggregate principal amount of US$1,650,000, with an initial exercise price of US$5.20 per Ordinary Share or US$5.20 per ADS; and 2.7 Tranche C Warrants in an aggregate principal amount of US$550,000, with an initial exercise price of US$7.80 per Ordinary Share or US$7.80 per ADS.

Purchase and Sale of the Notes and Warrants. 1.1 Subject to the terms and conditions of this Agreement, as of the applicable Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to such Investors, (i) a Note in the principal amount set forth opposite such Investor’s name on the signature pages affixed hereto, and (ii) a Warrant to purchase the number of ADSs set forth opposite such Investor’s name on the signature pages affixed hereto (1 warrant for each US $10.0 of principal of Notes purchased). The purchase price of each Note shall be equal to 100% of the principal amount of such Note, and the exercise price of each Warrant shall be par value ($3.00 Hong Kong dollars) (approximately US $0.38) for each ADS issuable thereunder. The Company’s agreements with each of the Investors are separate agreements, and the sales of the Notes and Warrants to each of the Investors are separate sales. The Company may sell up to $3,000,000 in principal amount of Notes. 1.2 The initial purchase and sale of the Notes shall take on November 9, 2007, or at such other time and place as the Company and the Investors mutually agree upon, orally or in writing so long as the Company has received subscriptions for $750,000 of Notes (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified herein At each Closing, the Company shall deliver to each Investor the Note to be purchased by such Investor against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Investor’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidenced by the Notes equals a total of $3,000,000, or (B) November 16, 2007 from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Investor who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional I...

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, each of the Purchasers hereby severally, and not jointly, agrees to purchase, and the Company hereby agrees to sell and issue to each of the Purchasers, the principal amount of Notes and Warrants to purchase the number of shares of Common Stock set forth on such Purchaser’s signature page attached hereto. Each Purchaser’s aggregate purchase price (the “Purchase Price”) for the Notes and Warrants to be purchased hereunder is set forth on such Purchaser’s signature page attached hereto.

Purchase and Sale of the Notes and Warrants. (a) On the Closing Date, subject to the terms and conditions of this Agreement and the other Transaction Agreements, each undersigned Purchaser hereby agrees to loan to the Company the principal amount set forth opposite such Purchaser’s name on Exhibit A attached hereto (the “Purchase Price”), out of the aggregate amount being loaned by all Purchasers of up to $250,000 (the “Aggregate Purchase Price”). At the Closing, the Purchase Price shall be paid to the Company, in accordance with Section 2.2 hereof. (b) The obligation to repay the loan from each undersigned Purchaser shall be evidenced by the Company’s issuance of a Senior Convertible Promissory Note in the form attached hereto as Exhibit B (each a “Note” and collectively the “Notes”) to such Purchaser in the principal amount equal to such Purchaser’s Purchase Price. Each Note shall be convertible into a number of Common Shares at a per share conversion price of $0.002 (subject to adjustment pursuant to the terms of the Notes). The Note shall be senior to all other Company debt. Reach Messaging, Inc. shall be a co-obligor with respect to the Note. (c) The Company agrees to issue to each Purchaser a warrant in substantially the form attached hereto as Exhibit C (the “A Warrants”), to purchase up to a number of Common Shares equal to 300% of the number of Common Shares issuable upon conversion of such Purchaser’s Note (subject to adjustment pursuant to the terms of the A Warrants), at a per share exercise price of $0.002 (subject to adjustment pursuant to the terms of the A Warrants). The number of A Warrants each Purchaser shall be issued at Closing pursuant to this Agreement and the A Warrants is set forth next to such Purchaser’s name on Exhibit A hereto. The A Warrants shall be exercisable for such period of time as set forth in the A Warrants. (d) The Common Shares issuable upon conversion of the Notes and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively, and sometimes collectively referred to as the “Underlying Shares”. The Notes, the Warrants and the Underlying Shares are sometimes collectively referred to as the “Securities”.

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, each of the Purchasers hereby severally, and not jointly, agrees to purchase, and the Company hereby agrees to sell and issue to each of the Purchasers, the number of Units set forth on such Purchaser’s signature page attached hereto. Each Purchaser’s aggregate purchase price (the “Purchase Price”) for the Units to be purchased hereunder is set forth on such Purchaser’s signature page attached hereto.

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, each of the Purchasers hereby severally, and not jointly, agrees to purchase, and the Company hereby agrees to sell and issue to each of the Purchasers (a) a principal amount of Notes equal to such Purchaser’s Subscription Amount, and (b) Warrants to purchase a number of shares of Common Stock equal to 35% of such Subscription Amount divided by the Market Price as of the Closing Date.

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement, each of the Purchasers hereby severally, and not jointly, agrees to purchase, and the Company hereby agrees to sell and issue to each of the Purchasers, the principal amount of Notes and Warrants to purchase the number of shares of Common Stock set forth on such Purchaser's signature page attached hereto and as indicated herein. Each Purchaser's aggregate purchase price (the "Purchase Price") for the Notes and Warrants to be purchased hereunder is set forth on such Purchaser's signature page attached hereto. The principal amount under each of the Notes shall be divided into two (2) tranches, designated "Tranche A" and "Tranche B", as provided in the Notes. The principal amount of Notes in each tranche for each Purchaser is set forth on such Purchaser's signature page attached hereto.

Purchase and Sale of the Notes and Warrants. At the Closing (as hereinafter defined) and subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Company will issue and sell to each Investor, and each Investor will buy from the Company, the amount of Notes and number of Warrants set forth opposite such Investor's name on Exhibit A hereto for the aggregate consideration (the "Purchase Price") set forth on such Exhibit. Upon closing, the Notes and Warrants shall be delivered by the Company to the Investors in accordance with Exhibit A hereto.