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 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. 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. UbiquiTel agrees to sell to the Purchasers Series B Notes in the aggregate principal amount of $15,000,000 and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Companies contained herein or made pursuant hereto, each Purchaser severally, but not jointly, agrees, subject to Sections 1.4 and 1.5 hereof, to purchase from UbiquiTel on the Closing Date, a Series B Note or Series B Notes in the principal amount listed opposite such Purchaser's name in Schedule I attached hereto. Parent agrees to sell to the Purchasers Warrants to purchase 11,250,000 Shares and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Companies contained herein or made pursuant hereto, each Purchaser severally, but not jointly, agrees, subject to Sections 1.4 and 1.5 hereof, to purchase from Parent on the Closing Date Warrants to purchase such number of Shares as is set forth opposite such Purchaser's name in Schedule I. The aggregate purchase price to be paid to UbiquiTel by the Purchasers for such Series B Notes and Warrants is $11,250,000. The purchase price to be paid to UbiquiTel by each Purchaser for such Series B Notes and Warrants is set forth opposite such Purchaser's name in Schedule I attached hereto ("Purchase Price"). If one or more Purchasers default in their obligation to purchase Series B Notes on the Closing Date, and, as a result UbiquiTel has insufficient proceeds to fund the Exchange Offer or UbiquiTel elects not to consummate the Exchange Offer for any reason whatsoever, UbiquiTel and Parent may in their sole discretion decline to sell any Series B Notes or Warrants to the Purchasers and may terminate this Purchase Agreement without penalty or further obligation to the Purchasers, provided, however, that such termination shall not relieve the defaulting Purchaser or Purchasers of any liability that they may otherwise have to UbiquiTel and Parent by reason of such default.
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.
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) 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.
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)) (
Sale of Notes and Warrants. Subject to the terms and conditions -------------------------- hereof, the Company will issue and sell to the Purchasers, and the Purchasers will buy from the Company, Notes in the respective amounts specified opposite each Purchaser's name on the Schedule of Purchasers for the respective consideration specified next to each Purchaser's name. Further, the Company will issue and sell to each Purchaser, and each Purchaser will buy from the Company, a Warrant exercisable for a number of Warrant Shares equal to twenty percent (20%) of the outstanding principal balance of the Note held by such Purchaser (the "Warrant Coverage") divided by the per share purchase price of ---------------- the securities issued in the next Equity Financing. The purchase price for each Warrant shall be equal to $100.00 per $100,000 of Warrant Coverage.
Sale of Notes and Warrants. Section 1.2Purchase Price and Closing
