Common use of Purchase of Notes and Warrants Clause in Contracts

Purchase of Notes and Warrants. (1) Subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the conditions set forth in Sections 6 and 7 of this Agreement, the Company shall issue and sell to each Buyer, and each Buyer severally and not jointly agrees to purchase from the Company, the respective principal amount of Initial Notes, together with the related Initial Warrants, set forth opposite such Buyer's name on the Schedule of Buyers attached hereto as Exhibit A (the "Initial Closing"). The Company shall issue to each Buyer One Thousand United States Dollars ($1,000) principal amount of Initial Notes and Initial Warrants to purchase approximately 60 Initial Warrant Shares for each One Thousand United States Dollars ($1,000) tendered by each such Buyer. (2) The Company hereby grants the Buyers an option to purchase, severally and not jointly, (A) up to an additional Four Million Seven Hundred Fifty Thousand United States Dollars ($4,750,000) aggregate principal amount of 6% Convertible Senior Notes due 2025 (such Convertible Senior Notes, substantially in the form attached as Exhibit A to the Indenture, as such form of Note may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Notes" and, together with the Initial Notes, the "Notes"), which shall be convertible into shares of Common Stock (as converted, the "Additional Conversion Shares"), and (B) Warrants (such Warrants, substantially in the form attached as Exhibit A to the Warrant Agent Agreement, as such Form of Warrant may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Warrants" and, together with the Initial Warrants, the "Warrants") to purchase 285,000 shares of Common Stock (as exercised, the "Additional Warrant Shares"). The Additional Notes will be issued pursuant to the Indenture, and the Additional Warrants will be issued pursuant to the Warrant Agent Agreement. For purposes of this Agreement, the term "Conversion Shares" refers to Initial Conversion Shares and Additional Conversion Shares, collectively, and the term "Warrant Shares" refers to Initial Warrant Shares and Additional Warrant Shares, collectively. Each Buyer may exercise this right at any time between the Closing Date (October 7, 2005) and the one hundred and twentieth (120th) calendar day following such Closing Date (such period of time being the "Option Period") by giving written notice of election to exercise this option (such notice of election being the "Option Exercise Notice") prior to 5:00 p.m., Minneapolis, Minnesota local time, on any Business Day during such Option Period. Any Option Exercise Notice shall specify the principal amount of Additional Notes and the number of Additional Warrants to be purchased by the Buyer; provided that any Buyer may not purchase more than its pro rata portion of Additional Notes and Additional Warrants, based on the proportion of the principal amount of the Initial Notes set forth opposite the name of such Buyer on the Schedule of Buyers attached hereto as Exhibit A to the aggregate principal amount of Initial Notes issued on the Closing Date. The purchase price of the Additional Notes and the Additional Warrants shall be the aggregate principal amount of the Additional Notes to be purchased plus accrued interest on the Additional Notes from the Closing Date through the Option Closing Date.

Purchase of Notes and Warrants. (1i) Subject to the satisfaction (or waiver, waiver by the party entitled to the extent permitted by applicable lawso waive) of the conditions set forth in Sections 6 6(a) and 7 of this Agreement7(a) below, the Company shall issue and sell to each Buyer, and each Buyer severally and severally, but not jointly jointly, agrees to purchase from the CompanyCompany on the Initial Closing Date (as defined below), (x) the respective principal amount of Initial Notes, together with the related Initial Warrants, Priority Notes as is set forth opposite such Buyer's name in column (3)(a) on the Schedule of Buyers, (y) the principal amount of Initial Parity Notes as is set forth opposite such Buyer's name in column (4)(a) on the Schedule of Buyers, and (z) that number of Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in columns (5) and (6), respectively, on the Schedule of Buyers attached hereto as Exhibit A (the "Initial Closing"). The . (ii) Subject to the satisfaction (or waiver by the party entitled to so waive) of the conditions set forth in Sections 1(c), 6(b) and 7(b) below, the Company shall issue and sell to each Buyer, and each Buyer One Thousand United States Dollars ($1,000) principal amount of Initial Notes and Initial Warrants to purchase approximately 60 Initial Warrant Shares for each One Thousand United States Dollars ($1,000) tendered by each such Buyer. (2) The Company hereby grants the Buyers an option to purchaseseverally, severally and but not jointly, agrees to purchase from the Company on one or more Additional Priority Closing Dates (A) as defined below), up to an additional Four Million Seven Hundred Fifty Thousand United States Dollars ($4,750,000) aggregate principal amount of 6% Convertible Senior Notes due 2025 (such Convertible Senior Notes, substantially in the form attached as Exhibit A to the Indenture, as such form of Note may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Notes" and, together with the Initial Notes, the "Notes"), which shall be convertible into shares of Common Stock (as converted, the "Additional Conversion Shares"), and (B) Warrants (such Warrants, substantially in the form attached as Exhibit A to the Warrant Agent Agreement, as such Form of Warrant may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Warrants" and, together with the Initial Warrants, the "Warrants") to purchase 285,000 shares of Common Stock (as exercised, the "Additional Warrant Shares"). The Additional Notes will be issued pursuant to the Indenture, and the Additional Warrants will be issued pursuant to the Warrant Agent Agreement. For purposes of this Agreement, the term "Conversion Shares" refers to Initial Conversion Shares and Additional Conversion Shares, collectively, and the term "Warrant Shares" refers to Initial Warrant Shares and Additional Warrant Shares, collectively. Each Buyer may exercise this right at any time between the Closing Date (October 7, 2005) and the one hundred and twentieth (120th) calendar day following such Closing Date (such period of time being the "Option Period") by giving written notice of election to exercise this option (such notice of election being the "Option Exercise Notice") prior to 5:00 p.m., Minneapolis, Minnesota local time, on any Business Day during such Option Period. Any Option Exercise Notice shall specify the principal amount of Additional Priority Notes and the number of Additional Warrants to be purchased by the Buyer; provided that any Buyer may not purchase more than its pro rata portion of Additional Notes and Additional Warrants, based on the proportion of the principal amount of the Initial Notes as is set forth opposite the such Buyer's name of such Buyer in column (3)(b) on the Schedule of Buyers attached hereto as Exhibit A (each an "Additional Priority Closing"). (iii) Subject to the aggregate satisfaction (or waiver by the party entitled to so waive) of the conditions set forth in Sections 1(d), 6(b) and 7(b) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Additional Parity Closing Date (as defined below), up to the principal amount of Initial Additional Parity Notes issued as is set forth opposite such Buyer's name in column (4)(b) on the Closing Date. The purchase price Schedule of Buyers (the "Additional Parity Closing" and together with the Additional Notes Priority Closings, each an "Additional Closing", and each Additional Closing together with the Additional Warrants shall be the aggregate principal amount of the Additional Notes to be purchased plus accrued interest on the Additional Notes from the Closing Date through the Option Closing DateInitial Closing, each a "Closing").

Purchase of Notes and Warrants. (1i) Subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the conditions set forth in Sections 6 and 7 of this Agreementbelow, the Company shall issue and sell to each Buyer, and each Buyer severally and severally, but not jointly jointly, agrees to purchase from the CompanyCompany on the Initial Closing Date (as defined below), the respective (A) one or more Initial Notes with an aggregate principal amount of Initial Notes, together with the related Initial Warrants, as is set forth opposite such Buyer's ’s name in column (3) on the Schedule of Buyers attached hereto as Exhibit A (the "Initial Closing"). The Company shall issue to each Buyer One Thousand United States Dollars ($1,000) principal amount of Initial Notes and Initial Warrants to purchase approximately 60 Initial Warrant Shares for each One Thousand United States Dollars ($1,000) tendered by each such Buyer. (2) The Company hereby grants the Buyers an option to purchase, severally and not jointly, (A) up to an additional Four Million Seven Hundred Fifty Thousand United States Dollars ($4,750,000) aggregate principal amount of 6% Convertible Senior Notes due 2025 (such Convertible Senior Notes, substantially in the form attached as Exhibit A to the Indenture, as such form of Note may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Notes" and, together with the Initial Notes, the "Notes"), which shall be convertible into shares of Common Stock (as converted, the "Additional Conversion Shares"), and (B) one or more Warrants (such Warrants, substantially in the form attached as Exhibit A to the Warrant Agent Agreement, as such Form acquire up to that number of Warrant may be amended, modified Shares as is set forth opposite such Buyer’s name in columns (4) and (5) on the Schedule of Buyers (the “Initial Closing”). If at the Initial Closing Date any one or supplemented from time more of the Buyers (a "Refusing Buyer”) shall not complete the purchase of the Initial Notes which it has agreed to time in accordance with the terms thereofpurchase hereunder for any reason whatsoever, the "Additional Warrants" andother Buyers (a “Continuing Buyer”) shall have the right, together with but shall not be obligated, to purchase the Initial Warrants, the "Warrants") to purchase 285,000 shares of Common Stock (as exercised, the "Additional Warrant Shares"). The Additional Notes will be issued pursuant to the Indenture, and the Additional Warrants will be issued pursuant to the Warrant Agent Agreement. For purposes of this Agreement, the term "Conversion Shares" refers to Initial Conversion Shares and Additional Conversion Shares, collectively, and the term "Warrant Shares" refers to Initial Warrant Shares and Additional Warrant Shares, collectively. Each Buyer may exercise this right at any time between the Closing Date (October 7, 2005) and the one hundred and twentieth (120th) calendar day following such Closing Date (such period of time being the "Option Period") by giving written notice of election to exercise this option (such notice of election being the "Option Exercise Notice") prior to 5:00 p.m., Minneapolis, Minnesota local time, on any Business Day during such Option Period. Any Option Exercise Notice shall specify the principal amount of Additional Notes and the number of Additional Warrants to be which would otherwise have been purchased by the Buyer; provided that any Buyer may not purchase more than its pro rata portion of Additional Notes and Additional Warrants, based on Refusing Buyers. If the proportion of the principal amount of the Initial Notes which the Continuing Buyers wish to purchase exceeds the amount of the Initial Notes which would otherwise have been purchased by the Refusing Buyers, such Initial Notes shall be divided pro rata among the Continuing Buyers desiring to purchase such Initial Notes in proportion to the percentage of Initial Notes which such Continuing Buyers have agreed to purchase as set forth opposite the name of such Buyer on out in the Schedule of Buyers attached hereto as Exhibit A Buyers. Nothing in this section shall oblige the Company to issue and sell to the aggregate principal amount of Initial Notes issued on the Closing Date. The purchase price Buyers less than all of the Additional Notes and the Additional Warrants shall be the aggregate principal amount of the Additional Initial Notes to be purchased plus accrued interest issued and sold by it or relieve from liability to the Company any Refusing Buyer which shall be so in default. In the event of a termination by the Company of its obligations under this Agreement, there shall be no further liability on the Additional Notes from part of the Closing Date through Company to the Option Closing DateBuyers.

Purchase of Notes and Warrants. (1) Subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the terms and conditions set forth in Sections 6 and 7 of this Agreement, the Company shall issue and sell to each Buyer, and each Buyer severally and not jointly agrees to purchase from the Company, the respective principal amount of Initial Notes, together with the related Initial Warrants, set forth opposite such Buyer's name on the Schedule of Buyers attached hereto as Exhibit A (the "Initial Closing"). The Company shall issue to each Buyer One Thousand United States Dollars ($1,000) principal amount of Initial Notes and Initial Warrants to purchase approximately 60 Initial Warrant Shares for each One Thousand United States Dollars ($1,000) tendered by each such Buyer. (2) The Company hereby grants the Buyers an option to purchaseagrees, severally and not jointly, to purchase at Closing (as defined below), and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, the Notes in principal amounts and to issue the Warrants as set forth on the Buyer Omnibus Signature Page, attached hereto as Annex A) up to an additional Four Million Seven Hundred Fifty Thousand United States Dollars ($4,750,000) aggregate principal amount of 6% Convertible Senior , for each Buyer affixed hereto. The Notes due 2025 (such Convertible Senior Notes, shall be substantially in the form attached as Exhibit A to this Agreement, and the Indenture, as such form of Note may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Notes" and, together with the Initial Notes, the "Notes"), which Warrants shall be convertible into shares of Common Stock (as converted, the "Additional Conversion Shares"), and (B) Warrants (such Warrants, substantially in the form attached as Exhibit B to this Agreement. Upon Buyer’s execution of this Agreement on the Buyer Omnibus Signature Page and Buyer’s completion of the Accredited Investor Certification, the Investor Profile, the Anti-Money Laundering Information Form, in the form attached as Annex A to the Warrant Agent this Agreement, as such Form of Warrant may and any other documents, agreements, supplements and additions thereto required by the Company (collectively, the “Subscription Documents”) to be amendedcompleted by the Buyer, modified or supplemented from time to time the Buyer shall wire transfer the Subscription Amount set forth on its Buyer Omnibus Signature Page, in same-day funds, in accordance with the terms thereofinstructions set forth immediately below, the "Additional Warrants" and, together with the Initial Warrants, the "Warrants") to purchase 285,000 shares of Common Stock (as exercised, the "Additional Warrant Shares"). The Additional Notes will which Subscription Amount shall be issued held in escrow pursuant to the Indenture, and the Additional Warrants will be issued pursuant to the Warrant Agent Agreement. For purposes of this Agreement, the term "Conversion Shares" refers to Initial Conversion Shares and Additional Conversion Shares, collectively, and the term "Warrant Shares" refers to Initial Warrant Shares and Additional Warrant Shares, collectively. Each Buyer may exercise this right at any time between the Closing Date (October 7, 2005) and the one hundred and twentieth (120th) calendar day following such Closing Date (such period of time being the "Option Period") by giving written notice of election to exercise this option (such notice of election being the "Option Exercise Notice") prior to 5:00 p.m., Minneapolis, Minnesota local time, on any Business Day during such Option Period. Any Option Exercise Notice shall specify the principal amount of Additional Notes and the number of Additional Warrants to be purchased by the Buyer; provided that any Buyer may not purchase more than its pro rata portion of Additional Notes and Additional Warrants, based on the proportion terms of the principal amount of the Initial Notes set forth opposite the name of such Buyer on the Schedule of Buyers attached hereto as Exhibit A to the aggregate principal amount of Initial Notes issued on the Closing DateEscrow Agreement and disbursed in accordance therewith. The purchase price of the Additional Notes Bank’s Name and the Additional Warrants shall be the aggregate principal amount of the Additional Notes to be purchased plus accrued interest on the Additional Notes from the Closing Date through the Option Closing Date.Address: XX Xxxxxx Chase N.A. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Account #: _________________________ ABA Routing #: 000000000 SWIFT: XXXXXX00 (for overseas transfers)

Purchase of Notes and Warrants. (1) Subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the conditions set forth in Sections 6 and 7 of this Agreement, the Company shall issue and sell to each Buyer, and each Buyer severally and not jointly agrees to purchase from the Company, the respective principal amount of Initial Notes, together with the related Initial Warrants, set forth opposite such Buyer's name on the Schedule of Buyers attached hereto as Exhibit A (the "Initial Closing") or Exhibit A1 (the "Deerfield Closing"), as the case may be. The Company shall issue to each Buyer One Thousand United States Dollars ($1,000) principal amount of Initial Notes and Initial Warrants to purchase approximately 60 Initial Warrant Shares for (A) each One Thousand United States Dollars ($1,000) tendered by each such Original Buyer, and (B) each One Thousand United States Dollars ($1,000) plus accrued interest on the Notes to be purchased from the Closing Date through the Deerfield Closing Date tendered by each Deerfield Buyer. (2) The Company hereby grants the Buyers an option to purchase, severally and not jointly, (A) up to an additional Four Five Million Seven Six Hundred Fifty Thousand United States Dollars ($4,750,0005,600,000) aggregate principal amount of 6% Convertible Senior Notes due 2025 (such Convertible Senior Notes, substantially in the form attached as Exhibit A to the Indenture, as such form of Note may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Notes" and, together with the Initial Notes, the "Notes"), which shall be convertible into shares of Common Stock (as converted, the "Additional Conversion Shares"), and (B) Warrants (such Warrants, substantially in the form attached as Exhibit A to the Warrant Agent Agreement, as such Form of Warrant may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Additional Warrants" and, together with the Initial Warrants, the "Warrants") to purchase 285,000 336,000 shares of Common Stock (as exercised, the "Additional Warrant Shares"). The Additional Notes will be issued pursuant to the Indenture, and the Additional Warrants will be issued pursuant to the Warrant Agent Agreement. For purposes of this Agreement, the term "Conversion Shares" refers to Initial Conversion Shares and Additional Conversion Shares, collectively, and the term "Warrant Shares" refers to Initial Warrant Shares and Additional Warrant Shares, collectively. Each Buyer may exercise this right at any time between the Closing Date (October 7, 2005) and the one hundred and twentieth (120th) calendar day following such Closing Date (such period of time being the "Option Period") by giving written notice of election to exercise this option (such notice of election being the "Option Exercise Notice") prior to 5:00 p.m., Minneapolis, Minnesota local time, on any Business Day during such Option Period. Any Option Exercise Notice shall specify the principal amount of Additional Notes and the number of Additional Warrants to be purchased by the Buyer; provided that any Buyer may not purchase more than its pro rata portion of Additional Notes and Additional Warrants, based on the proportion of the principal amount of the Initial Notes set forth opposite the name of such Buyer on the Schedule Schedules of Buyers attached hereto as Exhibit Exhibits A and A1 to the aggregate principal amount of Initial Notes issued on the Closing DateDate and the Deerfield Closing Date combined. The purchase price of the Additional Notes and the Additional Warrants shall be the aggregate principal amount of the Additional Notes to be purchased plus accrued interest on the Additional Notes from the Closing Date through the Option Closing Date.