Sale and Issuance of Warrants. Subject to the terms and conditions of this Agreement, each Investor, severally and not jointly, agrees with the Company to purchase at the Closing and the Company agrees with such Investor to issue to such Investor at the Closing a Warrant or Warrants to subscribe for certain number of Series B+ Preference Shares or New Financing Shares (as defined in the 58 Warrant II, if applicable) as set forth against such Investor’s name in Schedule B attached hereto (collectively, the “Warrant Shares”), at the purchase price set forth against such Investor’s name in Schedule B, on the terms and conditions contained in the Warrant(s) in the form and substance attached hereto as Exhibit A (collectively the “Warrants”, and each, a “Warrant”).
Sale and Issuance of Warrants. (a) The Company has, or before the Closing (as defined below) will have, authorized the grant to the Purchaser of warrants (each a "Warrant" and, collectively, the "Warrants") to purchase up to an aggregate 10,124,384 shares of Common Stock (as such number may be adjusted from time to time as provided herein) in consideration of the entry into the Amended Credit Agreement by the Purchaser and the other transactions contemplated hereby and thereby. Upon issuance of the Warrants to the Purchaser, all other warrants held by the Purchaser, as listed on SECTION 1.2 of the Disclosure Schedule (the "Old Warrants"), shall be cancelled and exchanged for the Warrants. Each Warrant is exercisable immediately.
(b) Each Warrant entitles the registered holder of such Warrant to purchase (during the Exercise Period) one fully paid, nonassessable Warrant Share at a price of $0.01 per share (as such amount may be adjusted from time to time as provided herein, the "Exercise Price").
(c) Without limiting the foregoing, the Preferred Stock and the Warrants (and the grant thereof hereunder) are additional compensation for the cost, expense and risk incurred by the Purchaser associated with the Amended Credit Agreement, but neither the grant nor the exercise of any Warrants or the issuance of the Preferred Stock in any way affects or relieves the Company or Borrowers (or any affiliate thereof) of any of its or their obligations to fully and timely perform and to fully and timely repay the entire indebtedness due under the Amended Credit Agreement and related Loan Documents (as defined in the Amended Credit Agreement).
Sale and Issuance of Warrants. The Company shall issue and sell to Purchaser at the Closing (as hereinafter defined) Warrants to purchase 12,500,000 Common Shares, representing, as of the date hereof, 7.91% of the Common Shares on a fully diluted basis. All Warrant Shares (as hereinafter defined) to be purchased pursuant to the Warrants shall have the rights, privileges and preferences as set forth in the Articles. The Common Shares or Other Securities for which the Warrants shall be exercisable upon payment of the exercise price set forth in the Warrant are referred to herein as the "Warrant Shares."
Sale and Issuance of Warrants. Subject to the terms and conditions of this Agreement, each Investor severally (and not jointly and severally) agrees to purchase at the Closing, and the Company agrees to issue and sell to each Investor at the Closing, a warrant to purchase that number of shares of Common Stock (the “Warrant”), equal to twenty-five percent (25%) of the number of Shares purchased by such Investor, substantially in the form attached hereto as Exhibit A.
Sale and Issuance of Warrants. Subject to the terms hereof, at the Closing, the Company shall issue to the Investor the Investment Warrant to be allocated to the portion of the Tax Purchase Price (as defined below) allocable to such Warrant pursuant to Section 1.4. For the avoidance of doubt, (a) the Investment Warrant is being issued as further consideration for the Investor’s purchase from the Company of the Shares, and (b) the IP Warrant is being issued to UOP LLC as further consideration for UOP LLC’s licensing to the Company of certain licenses pursuant to the Patent License Agreement to be entered into concurrently herewith.
Sale and Issuance of Warrants. (i) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase, effective as of the Closing, and the Company agrees to sell and issue to each Purchaser, effective as of the Closing, warrants to purchase the Company's Series A Preferred Stock in the form of Exhibit B attached hereto (the "Warrants" and, together with the Senior --------- Notes, the "Securities") specified opposite such Purchaser's name on the Schedule of Purchasers.
(ii) If the Company does not complete its next round of equity financing of shares of preferred stock for an aggregate purchase price of at least $23,000,000 (including preferred stock issued or issuable upon conversion of the total aggregate amount advanced, plus accrued interest, under the Senior Notes) on or prior to February 22, 1999, then, subject to the terms and conditions of this Agreement, the Company agrees to issue to each Purchaser on or about February 22, 1999, the additional Warrants specified opposite such Purchaser's name on the Schedule of Purchasers.
Sale and Issuance of Warrants. Concurrently with the execution and delivery of this Agreement, the Company hereby issues and sells to each Investor, and each Investor hereby purchases from the Company, a Warrant in substantially the form attached hereto as Exhibit B. In consideration of such Warrant, each Investor hereby delivers to the Company payment by check or wire transfer of the purchase price set forth on Exhibit A.
Sale and Issuance of Warrants. Subject to the terms and conditions of this Agreement, Investor agrees to purchase at the Closing (as defined below), and Xxxxxxxxx agrees to sell to Investor, 48,631 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), and the Company agrees to sell and issue to Investor at the Closing 48,631 warrants (the "Warrants") convertible into shares of Common Stock in certain circumstances as set forth in the form of Warrant Certificate (the "Warrant Certificate"), attached hereto as Exhibit F (a "Warrant"); such shares of Common Stock and Warrants shall be transferrable only as units (the "Units"), each comprised of one share of Common Stock and one Warrant. Xxxxxxxxx agrees to sell to Investor, and Investor agrees to purchase, such shares of Common Stock at a price of $59.62 per share of Common Stock and the Company agrees to sell, and Investor agrees to purchase, such Warrants at a price of $6.00 per Warrant, or $65.62 per Unit, such consideration to be payable by certified or bank cashier's check in immediately available funds or by wire transfer payable to the order of Xxxxxxxxx or the Company, as the case may be.
Sale and Issuance of Warrants. Subject to the terms and conditions hereof, the Company agrees to sell and issue to each of the Purchasers, and the Purchasers severally agree to purchase from the Company, Warrants originally exercisable, at an exercise price of $1.25 per share, for that number of shares of Series B Stock set forth opposite such Purchaser's name on Exhibit B hereto, in the form attached hereto as Exhibit D at a purchase price of $.025 for each share of Series B Stock for which such Warrants are originally exercisable, which Warrants and Warrant Shares shall be subject to adjustment, as described in the Warrants.
Sale and Issuance of Warrants. At the Closing, the Company shall deliver to Purchaser the Warrants as follows:
