Purchase and Sale of Debentures and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.
Purchase and Sale of Debentures and Warrants. Upon the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers for delivery at the respective addresses of the Purchasers, against payment to the Company of the respective amounts set forth opposite the Purchasers' names in Exhibit A hereto:
Purchase and Sale of Debentures and Warrants. Purchase of Debentures and Warrants. On the Closing Date (as defined below), -------------------------------------- the Company shall issue and sell to each Buyer and each Buyer severally agrees -- to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto. Form of Payment. On the Closing Date (as defined below), (i) each Buyer shall ----------------- pay the purchase price for the Debentures and the Warrants to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Debentures in the principal amount equal to the Purchase Price and the number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such Debentures and Warrants duly executed on behalf of the Company, to such Buyer, against delivery of such Purchase Price.
Purchase and Sale of Debentures and Warrants. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees to purchase, at the Closing, and the Company agrees to sell and issue to each Buyer, at the Closing, in exchange for such Buyer’s portion of the Purchase Price, Debentures and Warrants in the amounts, set forth on such Buyer’s signature page hereto.
Purchase and Sale of Debentures and Warrants. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, and Company agrees to sell and issue to Buyer, the Debentures and the Warrants in the amount of the Purchase Price set forth on Schedule 1 attached hereto. The Purchase Price for each Debenture purchased shall be twenty (20%) less than the aggregate principal amount of each such Debenture purchased, which 20% discount shall constitute original issue discount. The aggregate principal of Debentures which may be purchased under this Agreement from time to time shall not exceed $1,000,000. The initial Debenture sale shall be for an aggregate purchase price of $300,000 and a principal amount of $360,000.
Purchase and Sale of Debentures and Warrants. . . 3 Section 1.2
Purchase and Sale of Debentures and Warrants. Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Debentures and Warrants a. Purchase of Debentures and Warrants. The issuance, sale and purchase of the Debentures shall take place in two (2) separate closings, the first of which is hereinafter referred to as the "First Closing" and the second of which is hereinafter referred to as the "Second Closing."
Purchase and Sale of Debentures and Warrants. (a) Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date (as defined below), each Subscriber shall purchase and the Company shall sell to each Subscriber the Debentures for the portion of the Purchase Price designated on the signature pages hereto.
Purchase and Sale of Debentures and Warrants. Upon the terms and subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Company agrees to sell and each Purchaser hereby irrevocably agrees to purchase the full amount of Securities designated on the signature page hereto executed by each Purchaser for the Purchase Price indicated on the signature page hereto at a per Unit price of $25,000. The Purchase price for the Securities purchased by each Purchaser shall equal the aggregate principal amount of the Debentures being purchased by such Purchaser.
