Sale and Issuance of the Notes. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and the Purchaser agrees to purchase from the Company the principal amount of the Notes set forth in Schedule I hereof opposite the name of such Purchaser at a purchase price equal to 100% of such principal amount of Notes (the “Purchase Price”). If any of the Purchasers defaults in its obligation to purchase the Notes hereunder on the Closing Date (as defined below), the non-defaulting Purchasers may choose to purchase the principal amount of the Notes allocated to the defaulting Purchasers set forth in Schedule I hereof in arrangements satisfactory to the Company. Nothing herein will obligate the non-defaulting Purchasers to purchase such amount of the Notes or relieve a defaulting Purchaser from liability for its default. The Notes are to be issued pursuant to an indenture dated as of May 17, 2019 among the Company, the Bank of New York Mellon, London Branch, as trustee, paying agent and conversion agent, and the Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as registrar and transfer agent (the “Indenture”, and together with this Agreement, the Placement Agent Agreement (as defined below) and the Notes, the “Transaction Documents”). The ADSs to be issued upon conversion of the Notes are to be issued pursuant to and in accordance with a deposit agreement dated as of November 9, 2018 (the “Deposit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. For the purposes of the offering of the Notes, the Company and the Depositary will enter into a deposit agreement for restricted securities to be dated around May 17, 2019 (the “Restricted Issuance Agreement”). The Company authorizes Credit Suisse (Hong Kong) Limited to act as placement agent (the “Placement Agent” in such capacity) and settlement agent (the “Settlement Agent” in such capacity) in relation to the sale of the Notes in accordance with the terms and conditions of this Agreement and a placement agent agreement dated as of May 15, 2019 between the Company and the Placement Agent (the “Placement Agent Agreement”). In connection with the placement of the Notes, the Company separately entered into a zero-strike call option transaction (the “Zero...
Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Holder and each Holder agrees to purchase from the Company, at each Closing, Notes in the principal amount specified opposite such Holder’s name as set forth on Exhibit B, at the purchase price of 100% of the principal amount thereof (the “Original Principal Amount”) by wire transfer to a bank account designated by the Company. The Holders’ obligations hereunder are several and not joint obligations and no Person shall have any liability to any other Holder for the performance or non-performance of any obligation by any other Holder hereunder. The aggregate principal amount for all Notes issued hereunder shall not exceed $50,000,000 unless otherwise determined by the Company and the Holders holding of a majority of the then outstanding aggregate principal amount of the Notes (the “Majority Holders”).
Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Purchaser the Notes with an aggregate principal value of US$300,000,000, and the Purchaser shall subscribe for and purchase the Notes from the Company for an aggregate price of US$300,000,000 (being 100% of the face value thereof) (the “Purchase Price”).
Sale and Issuance of the Notes. Subject to the terms and conditions hereof, the Company will severally issue and sell to the Purchasers, and the Purchasers will severally buy from the Company, at the Closing (as defined in Section 2.1) (i) the Notes and (ii) Warrants to purchase shares of Common Stock equal to 10% of the principal amount of the Notes divided by the Original Exercise Price per share (as defined below). The amount of Notes and Warrants purchased by each Purchaser is set forth opposite such Purchaser’s name on the List of Investors attached hereto. The purchase price of the Notes and Warrants (the “Purchase Price”) shall be equal to the original principal amount of the Notes.
Sale and Issuance of the Notes. Each Purchaser agrees to purchase, and the Company agrees to sell and issue to each Purchaser a Note in the amount equal to the Purchaser’s Committed Principal Amount.
Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Purchaser agrees to purchase, and the Company agrees to issue and sell to such Purchaser, a Note in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A. The purchase price for each Note shall be equal to 100% of the principal amount of such Note.
Sale and Issuance of the Notes. (a) The Company has authorized the issuance and sale to the Purchasers of the Company's unsecured promissory notes in the maximum aggregate original principal amount of up to $250,000, bearing interest at the rate of 10% per annum (computed on the basis of a 365-day year for the actual number of days elapsed), substantially in the form set forth in Exhibit A hereto (herein referred to individually as a "Note" and collectively as the "Notes," which terms shall also include any notes delivered in exchange or replacement therefor).
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally, but not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to each Purchaser at the Closing, a Note in the principal amount set forth opposite each such Purchaser's name on the Schedule of Purchasers attached hereto as Schedule A at a purchase price equal to the original principal amount of such Note.
Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser agrees to purchase and the Company agrees to sell and issue to the Purchaser, the Base Note in the principal amount of US$40,000,000 at the issue price of US$40,000,000 (the “Purchase Price”). The Company further agrees to issue to the Purchaser PIK Note(s) pursuant to the terms of the Base Note.
Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to issue and sell to the Purchasers the Notes with an aggregate principal value of US$150,000,000 allocated in accordance with the Schedule of Purchasers and, in exchange, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Purchasers jointly and severally agree to subscribe for and purchase the Notes from the Company for an aggregate price of US$150,000,000 (being 100% of the face value thereof) (the “Purchase Price”).”
Sale and Issuance of the Notes. In reliance upon the representations, warranties and covenants of the parties set forth herein, the Company agrees to issue, sell and deliver to the individual Purchasers identified on the signature pages hereto, a Note in the principal amount identified next to such Purchaser’s name, for an aggregate purchase price in the face amount of such Note, and each Purchaser agrees to purchase such securities from the Company for the purchase price as specified on the respective signature pages hereto. The terms and conditions of the Notes are set forth in the form of Note attached hereto as Exhibit A.
