Sale of Notes and Warrants. (a) Subject to the terms and conditions hereof, at the Initial Closing (as defined in Section 2) or any subsequent Closing (as defined in Section 2), the Company shall sell to each Purchaser, and, subject to satisfaction of the conditions set forth in this Agreement, each such Purchaser will purchase from the Company, (i) a Note in a principal amount as set forth next to such Purchaser’s name on Schedule I hereto for a purchase price equal to the purchase price set forth next to such Purchaser’s name on Schedule I hereto under the column “Note Purchase Price” (the “Note Purchase Price”), and (ii) a Warrant exercisable for that number of shares of Common Stock set forth next to such Purchaser’s name on Schedule I hereto for a purchase price equal to the purchase price set forth next to such Purchaser’s name on Schedule I hereto under the column “Warrant Purchase Price” (the “Warrant Purchase Price” and together with the Note Purchase Price, the “Purchase Price”). The sale and purchase of the Notes and Warrants to each Purchaser shall constitute a separate sale and purchase hereunder. Notwithstanding the foregoing, the Purchasers hereby acknowledge that the Warrants shall only be exercisable if the Warrants have been approved by a majority of the Company’s stockholders whose vote is counted at the Stockholders Meeting (as defined in Section 9) in accordance with Section 9 of this Agreement.
(b) The Company and each Purchaser, having adverse interests and as a result of arm’s length bargaining, agree that 80.14% of the principal amount of such Purchaser’s Note shall be allocated to such Purchaser’s Note and 19.86% to such Purchaser’s Warrant, and further agree that neither such Purchaser’s Note nor such Purchaser’s Warrant are being issued in whole or in part as compensation for services rendered to the Company. Each party shall ensure that all its tax returns and other filings relating to such Notes and Warrants shall consistently reflect the matters agreed upon in this Section 1(b).
Sale of Notes and Warrants. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall sell and issue to ComVest (i) a Note in the principal amount of Four Million Dollars ($4,000,000) (the "ComVest Note") and (ii) a Warrant to purchase up to a number of shares of Common Stock, as set forth in the ComVest Warrant, in exchange for a purchase price equal to Eighty Dollars ($80) (the "ComVest Warrant"). Subject to the terms and conditions of this Agreement, at the Closing, the Company shall sell and issue to DCC (i) a Note in the principal amount of One Million Dollars ($1,000,000) (the "DCC Note") and (ii) a Warrant to purchase up to a number of shares of Common Stock, as set forth in the DCC Warrant, in exchange for a purchase price equal to Twenty Dollars ($20) (the "DCC Warrant"). Subject to the terms and conditions of this Agreement, ComVest shall purchase and acquire from the Company the ComVest Note and the ComVest Warrants, free and clear of all liens and encumbrances and DCC shall purchase and acquire from the Company the DCC Note and the DCC Warrant, free and clear of all liens and encumbrances.
Sale of Notes and Warrants. Subject to the terms and conditions of this Agreement, at the Closing (as defined ion Section 2.1), the Company will sell and each of the Purchasers will purchase (a) the Notes in the principal amounts set forth on Exhibit A hereto and (b) the Warrants. The terms and provisions of the Notes and Warrants are more fully set forth in the form of 10% Promissory Note, a true and correct copy of which is attached hereto as Exhibit C, and in the form of Warrant, a true and correct copy of which is attached hereto as Exhibit D, respectively. This Agreement, the Notes, the Warrants and the Registration Rights Agreement (as defined herein) are sometimes collectively referred to as the “Transaction Documents”.
Sale of Notes and Warrants. Subject to the terms and conditions of this Agreement, at the Closing, the Company will sell and each of the Purchasers will purchase (a) the Notes in the principal amounts set forth on Schedule A hereto and (b) the Warrants. The terms and provisions of the Notes and Warrants are more fully set forth in the form of Senior Subordinated Promissory Note, a true and correct copy of which is attached hereto as Exhibit C, and in the form of Warrant, a true and correct copy of which is attached hereto as Exhibit D, respectively.
Sale of Notes and Warrants. At the Initial Closing, Seller shall issue to Buyer, and Buyer shall purchase from Seller, for the Purchase Price (as defined in Section 1.2(a) hereof), the Initial Note and the Initial Warrant (together, the "Securities"). Subject to
Sale of Notes and Warrants. Section 1. 2Purchase Price and Closing
Section 1. 3Conversion Shares / Warrant Shares 2 ARTICLE II Representations and Warranties
Sale of Notes and Warrants. At the Initial Closing, Seller shall issue to Buyer, and Buyer shall purchase from Seller, for the Purchase Price (as defined in Section 1.2(a) hereof), the Initial Note and the Initial Warrant (together, the "Securities"). Subject to Section 1.3 hereof, at each and any of the Subsequent Closings (as defined in Section 2.1 hereof), Seller shall issue to Buyer, and Buyer shall purchase from Seller, for the applicable Additional Purchase Price (as defined in Section 1.2(a) hereof), an Additional Note and an Additional Warrant (together, the "Additional Securities").
Sale of Notes and Warrants. Subject to the terms and conditions of this Agreement, at the Closing, the Company will sell and each of the Purchasers will purchase severally and not jointly the Shares, Notes in the principal amounts set forth on EXHIBIT A attached hereto and Warrants. The terms and provisions of the Notes and Warrants are more fully set forth in the forms of Note and Warrant, true and correct copies of each are attached hereto as EXHIBITS C and D, respectively.
Sale of Notes and Warrants. (a) The Company has authorized the issuance of its 13% Senior Notes due February 7, 1998 in the aggregate principal amount of up to $5,000,000 (subject to the Overallotment (as defined in Section 7.1)) (individually, a "Note" and collectively, the "Notes"). Each Note originally issued hereunder will bear interest on the unpaid principal amount at a rate of 13% per annum, calculated for the actual number of days the principal is outstanding based on a 360-day year, from its date of issuance payable semi-annually in arrears on August 7, and February 7, commencing August 7, 1997. The principal of the Notes shall be payable in full on February 7, 1998. The Notes will have the other terms and provisions provided herein and in the form of Note attached hereto as Exhibit A.
Sale of Notes and Warrants. Subject to the terms and conditions hereof, the Company will issue and sell to the Investors, and the Investors will purchase from the Company, the Notes and Warrants in the respective amounts set forth opposite each such Investor's name on Exhibit A. The obligations of the Investors are several and not joint.
