SALE AND PURCHASE OF NOTES AND WARRANTS. (a) The Company agrees to issue and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, on the Closing Date, a Note or Notes in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A. Holdings agrees to issue and sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of Holdings and the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from Holdings, on the Closing Date, (i) a Common Warrant or Common Warrants to purchase the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A, (ii) a Preferred Warrant or Preferred Warrants to purchase the aggregate number of shares of Series A Convertible Preferred Stock set forth opposite such Purchaser's name on Exhibit A and (iii) a Contingent Warrant or Contingent Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A. The aggregate purchase price to be paid to Holdings and the Company by each Purchaser for such Notes and such Warrants is 100% of the aggregate principal amount of the Notes to be purchased by such Purchaser, which purchase price shall be allocated in accordance with Section 2(c).
(b) As used herein, "Notes" means $18,000,000 aggregate principal amount of the Company's 13% Senior Subordinated Notes Due 2005, together with all Notes issued in exchange therefor or replacement thereof. Each Note shall be substantially in the form of, and be payable as provided in, Exhibit B. Interest on the Notes shall accrue from the Closing Date, shall compound quarterly and shall be payable quarterly in arrears on the last day of March, June, September and December of each year, except that the first such payment shall be due September 30, 1998 (which first interest payment shall be for the period from and including the Closing Date through and including September 30, 1998), at the interest rates and in the manner specified in the form of Note attached hereto as Exhibit B.
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. (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.
(b) As used herein, "Notes" means $15,000,000 aggregate principal ----- amount of the Company's 7% Convertible Senior Subordinated Notes Due April 30, 2007 issued pursuant to this Purchase Agreement. Each Note will be substantially in the form set forth as Exhibit A hereto. The Notes shall be --------- convertible into shares of Common Stock at the conversion price of $25.03 per share of Common Stock, subject to adjustment under Section 6 hereof. Interest on the Notes shall accrue from the Closing Date and shall be payable quarterly on the last day of January, April, July and October of each year, commencing July 31, 1998, at the interest rates and in the manner specified herein and in the form of Note. As used herein, "Warrants" means the warrants to purchase -------- 40,000 shares of Common Stock issued pursuant to this Purchase Agreement. Each Warrant shall be substantially in the form set forth in Exhibit B hereto. The Warrants shall be exercisable at a price of $23.00 per share, subject to adjustment as provided in the form of Warrant.
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 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 2 Note or Class 3 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.
(b) As used herein, “Note” or “Notes” means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time not to exceed $6,000,000 (excluding accrued or unpaid interest due thereon), however such $6,000,000 shall be decreased by the principal amount of any Class 3 Notes converted into the Company’s common stock subsequent to August 8, 2007.
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 and in reliance upon the representations and warranties contained herein, the Company agrees to issue and sell to each Investor and each Investor agrees to purchase the Note in the principal amount and the Warrant to purchase such number of shares of Common Stock, as set forth opposite the Investor's name in Schedule 1 at the prices therein specified, for an aggregate ---------- purchase price of $4,000,000 (four million US dollars) (the "Purchase Price").
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 and (b) Warrants to purchase the number of Shares of Common Stock, in each case as specified below your name in the Schedule of Purchasers. The purchase price of the Notes and the Warrants to be purchased by you shall be an amount equal to 100% of the principal amount of such Notes, such purchase price to be allocated between such Notes and Warrants in the manner set out below your name on the Schedule of Purchasers. Contemporaneously with entering into this Agreement, the Company is entering into separate Note and Warrant Purchase Agreements (the "Other Purchase Agreements"), identical with this Agreement, with each of the other purchasers named in the Schedule of Purchasers (the "Other Purchasers"), providing for the sale to each of the Other Purchasers at such Closing of (i) Notes in the principal amount and (ii) Warrants to purchase the number of shares of Common Stock, in each case as specified below the name of such Other Purchaser in the Schedule of Purchasers. The sales of Notes and Warrants to you and to each of the Other Purchasers are to be separate sales, and this Agreement and the Other Purchase Agreements are to be separate agreements.
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. 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.
