Purchase and Sale of the Notes. (a) The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.272% of the principal amount thereof plus accrued interest, if any, from January 19, 2024 to the Closing Date. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.
Purchase and Sale of the Notes. (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).
Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and ordinary share purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) (i) an aggregate Principal Amount of Notes of Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) and including an original issue discount of Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued in connection with such Tranche and (ii) Warrants to purchase a number of Ordinary Shares equal to the applicable Warrant Share Amounts with respect to such Tranche, and (z) up to five subsequent Tranches of (i) an aggregate Principal Amount of Notes of up to Two Million Nine Hundred Fifty Thousand and zero/100 Dollars ($2,950,000.00) each and including an original issue discount of up to Four Hundred Forty-Two Thousand Five Hundred and Zero/100 United States Dollars ($442,500.00) each, to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes issued...
Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, Spectra Capital agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of Notes from Spectra Capital set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to % of the principal amount of the Notes, plus accrued interest, if any, from the Delivery Date. Spectra Capital shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.
Purchase and Sale of the Notes. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Notes at 100% of face value in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.
Purchase and Sale of the Notes. Subject to and in reliance upon the terms and conditions of this Agreement, each Purchaser severally agrees to purchase from the Company, and the Company agrees to sell to each Purchaser, Notes in the principal amount set forth opposite such Purchaser’s name on Schedule 2.1 attached hereto.
Purchase and Sale of the Notes. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Issuer hereby agrees to sell to each Note Purchaser, and each such Note Purchaser agrees to purchase from the Issuer, at the Closing, a Note in the original principal amount set forth opposite the name of such Note Purchaser on Schedule I for the purchase price set forth thereon.
Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, EPO agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from EPO (a) the principal amount of the 2029 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 99.305% of the principal amount thereof, plus accrued interest, if any, from July 8, 2019 to the Delivery Date and (b) the principal amount of the 2050 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 98.917% of the principal amount thereof, plus accrued interest, if any, from July 8, 2019 to the Delivery Date. EPO shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. EPO understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.
Purchase and Sale of the Notes. (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to (i) 99.650% of the principal amount of the 2028 Notes, (ii) 99.600% of the principal amount of the 2031 Notes, (iii) 99.350% of the principal amount of the 2040 Notes and (iv) 99.250% of the principal amount of the 2050 Notes, in each case, plus accrued interest, if any, from September 25, 2020, to the Closing Date (as defined below).
Purchase and Sale of the Notes. THE WARRANTS AND SERIES A PREFERRED. At the Closing (as defined in SECTION 1C below) the Company shall issue to each of the Purchasers and, subject to the terms and conditions set forth herein, each of the Purchasers shall severally and independently (and not jointly) purchase from the Company, (i) Notes in the aggregate principal amount set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, (ii) Warrants initially exercisable to acquire the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, and (iii) the number of shares of Series A Preferred set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS.
