Common use of Sale and Issuance of Notes Clause in Contracts

Sale and Issuance of Notes. Subject to the terms and conditions contained herein, at each Closing (as defined below), the Company agrees to issue and sell to each Investor, and each Investor, severally and not jointly, agrees to purchase, one or more Notes in the principal amount set forth opposite such Investor’s name as specified for the applicable Closing on the Schedule of Investors attached hereto as Schedule 1 (“Schedule of Investors”). 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, as set forth opposite such Investor’s name on the Schedule of Investors for the applicable Closing (as applicable, the “Purchase Price”) by check payable to the Company, by wire transfer to a bank designated by the Company and, for any Investor that holds an Advance Note, by automatic surrender for cancellation of any Advance Notes held by such Investor and (2) delivery of counterpart signature pages to this Agreement and the Note. The Purchase Price of each Note shall be equal to 100% of the principal amount of such Note. The Company’s agreements with each of the Investors are separate agreements, and the sales of the Notes to each of the Investors are separate sales.