Common use of Purchase, Sale and Issuance of the Notes Clause in Contracts

Purchase, Sale and Issuance of the Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter's name on Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The sale and purchase of the Notes shall take place at a closing (the "Closing") at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., Chicago time, on September 23, 2003 (the "Closing Date"). The purchase price for the Notes shall be as set forth on Annex I hereto. On the Closing Date, against delivery of the Notes as set forth in clause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the initial principal amount of the Notes, shall be as set forth in Annex I hereto. (b) The Seller shall deliver (or shall cause the Owner Trustee to deliver on behalf of the Issuer) the Notes to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company ("DTC'). The Notes shall be global certificates registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Notes will be made available for inspection by the Representatives at the offices of Mayer, Brown, Xxxx & Maw LLP, at the address set forth above, not later than 1:00 p.m., Chicago time, or as the Representatives and the Seller shall agree, on the Business Day before the Closing Date.

Purchase, Sale and Issuance of the Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter's name on Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The sale and purchase of the Notes shall take place at a closing (the "Closing") at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., Chicago time, on September 23, 2003 (the "Closing Date"). The purchase price for the Notes -------------- shall be as set forth on Annex I hereto. On the Closing Date, against delivery of the Notes as set forth in clause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the initial principal amount of the Notes, shall be as set forth in Annex I hereto. (b) The Seller shall deliver (or shall cause the Owner Trustee to deliver on behalf of the Issuer) the Notes to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company ("DTC'"). The Notes shall be global certificates registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Notes will be made available for inspection by the Representatives at the offices of Mayer, Brown, Xxxx & Maw LLP, at the address set forth above, not later than 1:00 p.m., Chicago time, or as the Representatives and the Seller shall agree, on the Business Day before the Closing Date.

Purchase, Sale and Issuance of the Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter's name on Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The sale and purchase of the Notes shall take place at a closing (the "Closing") at the offices of Mayer, Brown, Xxxx & Maw LLPMaw, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., Chicago time, on September 23March 27, 2003 (the "Closing Date"). The purchase price for the Notes shall be as set forth on Annex I hereto. On the Closing Date, against delivery of the Notes as set forth in clause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the initial principal amount of the Notes, shall be as set forth in Annex I hereto. (b) The Seller shall deliver (or shall cause the Owner Trustee to deliver on behalf of the Issuer) the Notes to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company ("DTC'). The Notes shall be global certificates registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Notes will be made available for inspection by the Representatives at the offices of Mayer, Brown, Xxxx & Maw LLPMaw, at the address set forth above, not later than 1:00 p.m., Chicago time, or as the Representatives and the Seller shall agree, on the Business Day before the Closing Date.

Purchase, Sale and Issuance of the Notes. (a) Initial Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth, on the Seller agrees Initial Closing Date, the Company will issue to sell to each Underwriterthe Purchasers, and each Underwriter agreesPurchaser will acquire, severally and not jointly, from the Company senior secured promissory notes in the applicable principal amount set forth to purchase such Purchaser’s name on Schedule 2.1 hereto (the respective initial “Purchase Price”). The $4,000,000 in aggregate principal amount of senior secured promissory notes to be issued on the Notes set forth opposite such Underwriter's name on Annex I hereto. The Notes will bear interest at Initial Closing Date are referred to herein as the applicable rate set forth therein. The sale “Initial Notes”. (b) Delayed Draw Notes. (i) On or before the Delayed Draw Commitment Termination Date, and purchase subject to satisfaction of the Notes shall take place at a closing (the "Closing") at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at 10:00 a.m., Chicago time, on September 23, 2003 (the "Closing Date"). The purchase price for the Notes shall be as set forth on Annex I hereto. On the Closing Date, against delivery of the Notes as conditions set forth in clause (b) belowSection 4.2, each Underwriter agreesthe Company may request that the Purchasers purchase, severally and not jointly, to pay (or cause from the Company additional senior secured promissory notes to be paidissued on the Second Closing Date (the “Delayed Draw Notes”, and together with the Initial Notes, the “Notes”) in an aggregate principal amount not to exceed the purchase price to an account to be designated by lesser of (i) $1,000,000 and (ii) 25% of the Sellerproceeds actually received from the Incremental Equity Issuance (the “Delayed Draw Purchase Price”) of the Company on or before the Delayed Draw Commitment Termination Date. The underwriting discount Company may request the issuance of Delayed Draw Notes by sending an irrevocable written notice to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that Purchasers not later than noon (New York City time) of such dealers may reallow to certain other dealers, each expressed as request. Each such notice must (A) specify a percentage reasonably detailed calculation of the initial principal amount Delayed Draw Purchase Price, (B) specify the requested funding date for the Second Closing Date and (C) certify that (I) immediately before and after giving effect to the Second Closing Date giving effect to such issuance of Delayed Draw Notes, no Default or Event of Default shall have occurred or be continuing and (II) all of the Notes, shall be as conditions to the funding of the Delayed Draw Note set forth in Annex I hereto. (b) The Seller shall deliver (or shall cause the Owner Trustee to deliver on behalf of the Issuer) the Notes to the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company ("DTC'). The Notes Section 4.2 shall be global certificates registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of definitive notes so delivered shall be as specified by DTC. The definitive notes for the Notes will be made available for inspection by the Representatives at the offices of Mayer, Brown, Xxxx & Maw LLP, at the address set forth above, not later than 1:00 p.m., Chicago time, or as the Representatives and the Seller shall agree, on the Business Day before the Closing Datesatisfied.