Sale of Debentures. (a) The Company will issue and sell to BAe and, subject to the terms and conditions hereof, BAe will purchase from the Company at the Closing provided for in Section
Sale of Debentures. (a) Subject to the terms and conditions ------------------ hereinafter set forth, the Holder hereby irrevocably agrees to sell the Debentures to the Company and waive payment of any interest accrued and unpaid as of the Closing (as hereinafter defined) in return for (i) a number of Pledged Shares equal to the product of (A) the number of Pledged Shares and (B) a fraction, the numerator of which is the principal amount of the Debentures and the denominator of which is the principal amount of all outstanding 7% Debentures at the time of the Closing; and (ii) 153 shares of common stock, US$1.00 par value per share, of the Company (the "Atlas Shares") for each US$1,000 principal amount of the Debentures (the securities specified in clauses (i) and (ii) above being collectively referred to herein as the "Securities"). In lieu of fractional shares resulting from the above computations, the Company will make a cash payment equal to the value of such fractional shares based upon the closing price of the Atlas Shares on the New York Stock Exchange and of the Vista Shares on the American Stock Exchange two business days prior to the Closing (as hereinafter defined).
(b) The Holder has delivered certificates representing the Debentures to Yorkton herewith. The Holder agrees that the certificates representing the Securities and cash in respect of fractional shares shall be delivered (with appropriate instruments of transfer endorsed in blank or, in the case of the Atlas Shares, registered in the name indicated on the signature page hereto) to Yorkton, as agent for the Holder, at the Closing (as hereinafter defined). The Holder agrees that the Company will have no further obligation after making such delivery to Yorkton, as agent for the Holder, and that Yorkton will thenceforth be responsible for delivery of the Securities to the Holder.
Sale of Debentures. Upon the terms and subject to the conditions contained herein, on the Closing Date, each of the Transferors shall sell to the Purchaser, and the Purchaser shall purchase from such Transferor, the aggregate principal amount of Owned Debentures as set forth on Schedule I hereto for the purchase price set for such Transferor's name on Schedule I hereto (the "Purchase Price"), payable by check or wire transfer of immediately available funds.
Sale of Debentures. (a) The Company will issue and sell to BAe and, subject to the terms and conditions hereof, BAe will purchase from the Company at the Closing provided for in Section 2, Debentures in the aggregate principal amount of $50,000,000 at the purchase price of one hundred percent (100%) of such principal amount.
(b) The Company will issue and sell to Matra and, subject to the terms and conditions hereof, Matra will purchase from the Company at the Closing provided for in Section 2, Debentures in the aggregate principal amount of $10,000,000 at the purchase price of one hundred percent (100%) of such principal amount.
Sale of Debentures. Subject to the terms and conditions herein stated, the Seller hereby agrees to sell, assign, transfer and deliver to Purchaser on the Closing Date, the Debentures, and its two subsidiaries Satellite Newspapers Content BV and Satellite Newspapers Trading BV and the Purchaser agree to purchase from such Seller on the Closing Date, all of such Debentures, which shall be transferred to the Purchaser. The Debentures shall be duly endorsed in blank, or accompanied by stock powers duly executed in blank, by the Seller thereof. The Debentures are in the principal amounts of Two Million Seven Hundred Thousand ($2,700,000) US Dollars, bear interest at the annual rate of Eight (8%) Percent and are convertible into the number of shares of Satellite Newspapers Corp. (code: SNWP), at the conversion rate of $0.005 per share or 50% of the market price if the stock trades below $0.005.
Sale of Debentures. Subject to the terms and conditions herein stated, the Sellers hereby agrees to sell, assign, transfer and deliver to Purchaser on the Closing Date, all the Debentures, and all the Purchasers agree to purchase from such Sellers on the Closing Date, all of such Debentures, which shall be transferred to the Purchasers as set forth on Schedule 1. The Debentures shall be duly endorsed in blank, or accompanied by stock powers duly executed in blank, by the respective Seller thereof. The Debentures are in the principal amounts, and will be converted into the number of shares, as set forth on Schedule 1.
Sale of Debentures. The Company shall proceed in a judicious fashion to sell either privately or publicly at least $3 million in debentures, the proceeds of which are to be used to satisfy the Note. The Company shall apply the first proceeds received from the sale of the debentures to satisfy the Note.
Sale of Debentures. A minimum aggregate principal amount of $4,000,000 of Debentures shall be purchased by the Investors for a minimum aggregate purchase price of $4,000,000.
Sale of Debentures. Subject to the terms and conditions of this Agreement, the Investors agree to purchase, and the Company agrees to sell and issue to the Investors: (i) secured convertible debentures, substantially in the form attached hereto as Exhibit A, in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000.00) and in the individual principal amounts set forth on Schedule I opposite each Investor’s name at the Initial Closing (as defined below), against payment by the Investors to the Company of the principal amount thereunder (the “First Tranche Debentures”); (ii) secured convertible debentures, substantially in the form attached hereto as Exhibit A, in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000.00), and in the individual principal amounts as set forth on Schedule I opposite each Investor’s name at the Second Closing (as defined below), against payment by the Investors to the Company of the principal amount thereunder (the “Second Tranche Debentures”); and (iii) secured convertible debentures, substantially in the form attached hereto as Exhibit A, up to the maximum aggregate principal amount of Four Hundred One Thousand One Hundred and Fifty Seven Dollars ($401,157.00), and in the individual principal amounts set forth on Schedule I opposite each Investor’s name at the Third Closing (as defined below), against payment by the Investors to the Company of the principal amount thereunder (the “Third Tranche Debentures,” and together with the First Tranche Debentures and Second Tranche Debentures, the “Debentures”). The shares of common stock of the Company, par value $0.00004 per share (“Common Stock”) issuable upon conversion of the Debentures are referred to herein as the “Conversion Shares.”
Sale of Debentures
