Purchase of Convertible Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Section 6 and 7 below, the Company agrees to issue and sell to each Buyer, the Guarantor agrees to guarantee as provided in the Indenture, and each Buyer agrees, severally and not jointly, to purchase from the Company on the Closing Date (as defined below) the aggregate principal amount of Convertible Notes set forth opposite such Buyer’s name in the Schedule of Buyers hereto at a purchase price in cash equal to 100% of the principal amount thereof (the “Purchase Price”).
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 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. 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. 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. 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 Buyers and the Buyers shall purchase from the Company an aggregate of $12 million of Convertible Notes, in the respective amounts set forth opposite each Buyer's name on the Schedule of Buyers (the "Closing"). On the Closing Date (as defined below) the Company shall deliver to each Buyer a Convertible Note in the principal amount which such Buyer is then purchasing (as indicated opposite such Buyer's name on the Schedule of Buyers), duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
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 Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Notes in amounts set forth on the signature pages affixed hereto. Upon execution of this Agreement on the Buyer Counterpart Signature Page, attached hereto as Annex A, and completion of the Accredited Investor Certification, the Investor Profile, and if applicable, the Wire Transfer Authorization (each attached hereto) by a Buyer, the Buyer shall 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. Wire Instructions Bank: Signature Bank 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 ABA#: 000000000 S.W.I.F.T. signus33 Account Name: Signature Bank, as Escrow Agent for UFood Franchise Company Account#: 1500 974482 FBO: Buyer Name Social Security Number Address
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 the first Convertible Note in the original principal amount of $4.0 million for a purchase price of $3,880,000 (or 97% of the original principal amount) as set forth opposite the Buyer’s name on Schedule of Buyers attached as Schedule I hereto. Provided that no Event of Default has occurred, within five (5) Trading Days of the Company filing its Form 20-F with the SEC for the year ended December 31, 2020, which such Form 20-F shall contain the information required to be included therein in accordance, and otherwise be in full compliance, with the SEC’s rules and regulations, including without limitation, audited financial statements of the Company for the period or periods required by the SEC, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company at the Closing the second Convertible Note in the original principal amount of $3.0 million for a purchase price of $2,910,000 (or 97% of the original principal amount) as set forth opposite the Buyer’s name on Schedule of Buyers attached as Schedule I hereto.
