SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to sell to the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchasers agree to purchase from the Company on the Closing Date specified in Section 2 hereof, (i) a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A hereto and (ii) upon the purchase of a Class 1 or Class 2 Note, a Warrant or Warrants for the number of shares of the Company's Common Stock set forth opposite such Purchaser's name on Exhibit A. The number of Class 2 Warrants purchased by a Class 2 Purchaser will be determined based on the amount of its Class 2 Note and the length of time such Note is outstanding, as more fully explained in Section 1(d), below. In addition, Class 2 Purchasers may elect to take interest of 12% per annum on their Class 2 Note instead of acquiring a Class 2 Warrant or Warrants. The aggregate purchase price to be paid to the Company by the Purchasers for such Notes and such Warrants is 100% of the principal amount of the Notes to be purchased by the Purchasers, which amount will be allocated in accordance with Section 2(d) hereof.
SALE AND PURCHASE OF NOTES AND WARRANTS. At each Closing (as defined herein), the Corporation shall sell to the Purchaser, and the Purchaser shall purchase from the Corporation, upon the terms and subject to the conditions set forth herein 10% Notes in the aggregate principal amount to be funded at such Closing as requested by the Corporation in a written request for funding pursuant to Section 4(a). At the Initial Closing (as defined herein), the Corporation shall sell to the Purchaser, and the Purchaser shall purchase from the Corporation, a Warrant to purchase that number of Warrant Shares as may be determined by dividing $500,000 by the Exercise Price. Anything contained in the Financing Documents to the contrary notwithstanding, in no event shall the Purchaser be obligated to purchase an aggregate principal amount of 10% Notes in excess of the Total Commitment. The Corporation and the Purchaser agree that 99.5% of the aggregate purchase price to be paid by the Purchaser for the 10% Notes and the Warrants shall be allocated to the sale and purchase of the 10% Notes. No party hereto shall take a position inconsistent with this allocation unless otherwise required by law.
SALE AND PURCHASE OF NOTES AND WARRANTS. Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Notes and Warrants in the principal and share amounts specified opposite your name in Schedule A at the purchase price of 100% of the principal amount of the Notes (the “Purchase Price”).
SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to sell to the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchaser agrees to purchase from the Company on the Closing Date specified in Section 2 hereof, a Note or Notes in the aggregate principal amount of $15,000,000 and Warrants to purchase 40,000 shares of the Company's Common Stock. The aggregate purchase price to be paid to the Company by the Purchaser for such Notes and Warrants is $14,850,000, of which 99.9% shall be allocated to the Notes and 0.1% to the Warrants.
SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to sell to the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchasers agree to purchase from the Company on the Closing Date specified in Section 2 hereof, (i) a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A hereto and (ii) a Warrant or Warrants for the number of shares of the Company's Common Stock set forth opposite such Purchaser's name on Exhibit A. The aggregate purchase price to be paid to the Company by the Purchasers for such Notes and such Warrants is 100% of the principal amount of the Notes to be purchased by the Purchasers, which amount will be allocated in accordance with Section 2(c) hereof.
SALE AND PURCHASE OF NOTES AND WARRANTS. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to Purchaser, at the Closing, in each case as provided for in Article 3, the Notes and Warrants for the aggregate purchase price of $200,000,000. The Company and Purchaser shall endeavor in good faith to agree, as soon as reasonably practicable, to an allocation of the purchase price hereunder between the Notes and Warrants. The Notes shall be convertible into shares of Common Stock as provided for in the Notes, and each Warrant shall be exercisable for shares of Common Stock as provided for in the Warrant.
SALE AND PURCHASE OF NOTES AND WARRANTS. Subject to the terms and conditions hereof, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company: (a) up to the principal amount of Notes equal to the amount of committed capital set forth opposite the name of each such Purchaser on Schedule A attached hereto, less the “Purchase Price of Warrant” (as defined below), and (b) in exchange for the Purchase Price of Warrant, a Warrant to purchase the number of shares of Common Stock set opposite the name of each such Purchaser at an exercise price of $0.55 per share. “Purchase Price of Warrant” shall mean the price paid by the Purchasers to receive each Warrant, which amount shall be equal to the amount set forth opposite the name of each Purchaser on Schedule A attached hereto. The Notes and the Warrants are hereinafter collectively referred to as the “Securities.” Each Note shall be convertible into shares of the Company’s equity securities issued in a Qualifying Financing (as defined below) pursuant to Section 7.1 below and shall be secured by assets of the Company as described in Section 3.2(c) below, the Notes, and the Security Agreement dated as of the date hereof and attached hereto as Exhibit C.
SALE AND PURCHASE OF NOTES AND WARRANTS. Subject to the terms and conditions of this Agreement, the Company will issue and sell (i) to each Note Purchaser and each Note Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Note Purchaser’s name in Schedule A and (ii) to each Warrant Purchaser and each Warrant Purchaser will purchase from the Company, at the Closing provided for in Section 3, such number of Warrants specified opposite such Warrant Purchaser’s name in Schedule A. The aggregate purchase price for the Notes and the Warrants shall be $250,000,000, and each Purchaser’s individual aggregate purchase price shall be $125,000,000. The Purchasers’ obligations hereunder are joint and several.
SALE AND PURCHASE OF NOTES AND WARRANTS. (a) Subject to the terms and conditions hereof, the Corporation will issue and sell to each Purchaser, and each Purchaser will purchase from the Corporation, a Note in the aggregate principal amount set forth opposite such Purchaser’s name on the Schedule of Purchasers attached hereto as Schedule 1 (the “Schedule of Purchasers”) together with a Warrant. The Corporation’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes and Warrants to each of the Purchasers are separate sales.
SALE AND PURCHASE OF NOTES AND WARRANTS. The Company will issue and sell to you and, subject to the terms and conditions of this Agreement, you will purchase from the Company, at the Closing provided for in section 3, (a) Notes in the principal amount specified opposite your name in Schedule A and (b) Warrants for the number of shares of Common Stock specified opposite your name in Schedule A; at the purchase price of 100% of the principal amount of such Notes. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Agreements (the "Other Agreements") identical with this Agreement with the other purchasers named in Schedule A (the "Other Purchasers"), providing for the sale to each of the Other Purchasers, at such Closing, of Notes in the principal amount specified opposite its name in Schedule A.
