Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company at the Closing Convertible Notes with principal amount equal to the Subscription Amount set forth opposite the Buyer’s name on the Schedule of Buyers attached hereto.
Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell (the "OFFERING") to each Buyer and each Buyer severally agrees to purchase from the Company the amount of Convertible Notes set forth opposite such Buyer's name on SCHEDULE 1 (the "CLOSING"). The aggregate purchase price (the "PURCHASE PRICE") of all the Convertible Notes offered and sold pursuant to the Offering at the Closing shall be $2,000,000.
Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at the Closing, Convertible Notes in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.
Purchase of Convertible Notes. Subject to the terms set forth in this Agreement, at the Closing (as defined herein), the Undersigned hereby agrees to cause the Purchasers to purchase from the Company, and the Company hereby agrees to issue and sell to the Purchasers, the principal amount of the Convertible Notes set forth in Exhibit A for the cash purchase price specified in Exhibit A. The closing of the Purchase (the “Closing”) shall occur on November 2, 2022 or on such other date as the Company and the Undersigned may agree in writing (the “Closing Date”). At least three business days prior to the Closing Date, upon the request of any Purchaser, the Company shall deliver to such Purchaser a duly completed and executed Internal Revenue Service Form W-9 and W-8BenE, as applicable, as well as any other information such Purchaser may reasonably request. At the Closing, (a) each Purchaser shall deliver or cause to be delivered to the Company the “Purchase Price” defined and specified on Exhibit A hereto and (b) upon receipt of the Purchase Price, the Company shall issue to each Purchaser the principal amount of Convertible Notes specified on Exhibit A hereto (collectively, the “Purchased Notes”); provided, however, that the parties acknowledge that the delivery of the Purchased Notes to each Purchaser may be delayed due to procedures and mechanics within the system of The Depository Trust Company or The NASDAQ Global Select Market (“Nasdaq”), or other events beyond the Company’s control and that such delay shall not be a default under this Agreement so long as (i) the Company is using its reasonable best efforts to effect the issuance of one or more global notes representing the Purchased Notes, (ii) such delay is no longer than five business days, and (iii) interest shall accrue on such Purchased Notes from the Closing Date. Notwithstanding the foregoing, for the avoidance of doubt, as of the Closing, each Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of the Purchased Notes without any further action by any party. In the event that any Purchased Notes are not delivered on a timely basis in accordance herewith, the Purchaser shall have all available remedies available at law or in equity. If the Purchased Notes are not eligible for delivery by the Depository Trust Company as set forth above, then the Purchased Notes shall be delivered by physical settlement. Contemporaneously with the Closing, the Company may issue Convertible Notes to one ...
Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company at the Closing, Convertible Notes with principal amount equal to the Subscription Amount set forth opposite the Buyer’s name on Schedule of Buyers attached as Schedule I hereto. On the Closing Date, (i) the Buyer shall deliver to the Company the Purchase Price for the Convertible Notes to be issued and sold to the Buyer at the Closing, minus the fees to be paid directly from the proceeds of the Closing as set forth herein (if any), and (ii) the Company shall deliver to the Buyer, Convertible Notes which the Buyer is purchasing at the Closing with a principal amount corresponding with the Subscription Amount set forth opposite the Buyer’s name on Schedule of Buyers attached as Schedule I hereto, duly executed on behalf of the Company.
Purchase of Convertible Notes. Upon the terms and subject to the conditions of this Agreement, each Buyer severally agrees to purchase the Convertible Notes, and the Seller agrees to sell and deliver the Convertible Notes to the respective Buyers in the denominations and for the purchase prices reflected on Exhibit A hereto, for an aggregate purchase price of $85,000,000 (the “Purchase Price”).
Purchase of Convertible Notes. The Company or any Subsidiary of the Company may at any time and from time to time purchase Convertible Notes at any price in the open market or otherwise. Any Convertible Note so purchased may, to the extent permitted by applicable law and subject to any other contractual obligations of the Company, be held, re-issued, resold or surrendered to the Trustee for cancellation. In addition, the Company or any Subsidiary of the Company shall not be entitled to convert any such Convertible Note purchased by them. ARTICLE FOUR
Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each of the Subscribers agrees to purchase on the Closing Date (as defined hereinbelow), and the Company agrees to sell and issue to the Subscribers at any closing hereunder (a "Closing"), Convertible Notes in amount corresponding with the Subscription Amount set forth opposite the Subscriber's name on Schedule I hereto. Upon execution hereof by the Subscribers, the Subscribers shall wire transfer the Subscription Amount set forth opposite its name on Schedule I in same-day funds with the following instructions: Bank: Citizens Bank of Rhode Island; Address: 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX; ABA: 000000000; Beneficiary Customer Name: Citizens Trust Institutional Services; Beneficiary Acct No.: 0000-000-0; FFC Name: Westor Capital Group/ Globe Tel Escrow Account; FFC Account No.: 0000000 or send a check payable to "Westor Capital Group/GlobeTel Escrow Account," to Westor Capital Group, Inc., with an address of 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000-0000, attn. Xxxxxxx Xxxx, President, which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith.
Purchase of Convertible Notes. Subject to the terms and conditions set forth in this Agreement, on the Closing Date: (a) ERS agrees to purchase the ERS Convertible Note from the Company, and the Company agrees to issue the ERS Convertible Note to ERS; and (b) AG agrees to purchase the AG Convertible Note from the Company, and the Company agrees to issue the AG Convertible Note to AG. The aggregate consideration for the ERS Convertible Note from ERS is $4,550,000, in cash and the aggregate consideration for the AG Convertible Note from AG is $700,000, in cash.
Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at a Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at a Closing, Convertible Notes in amounts set forth on the signature pages affixed hereto. No minimum amount of Convertible Notes need be subscribed to for the Company to complete and close the offering of Convertible Notes. Each Convertible Note can be closed upon separately. Upon execution of this Agreement on the Buyer Counterpart Signature Page, attached hereto as Annex A, and completion of the Confidential Prospective Purchaser Questionnaire (the “Questionnaire”) by a Buyer, the Buyer should wire transfer the Subscription Amount set forth on the signature pages affixed hereto in same-day funds set forth immediately below, which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX ABA#: 021000089
