Additional Issuance. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell and the Constellation Funds shall have the right but not the obligation, on or prior to May 30, 2007, to purchase additional shares of Series A-7 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as set forth herein with respect to the Series A-7 Purchased Shares and the Warrants (the “Additional Series A-7 Purchased Shares and Additional Warrants”) (b) The Constellation Funds may purchase up to $500,000 worth of Additional Series A-7 Purchased Shares and Additional Warrants, allocated among themselves as set forth in Schedule II or in such manner as the Constellation Funds may agree. (c) The Constellation Funds may exercise the right to purchase Additional Series A-7 Purchased Shares and Additional Warrants by giving notice to the Company, at least one business day prior to the date of such purchase which date shall be set forth in such notice. Such date of purchase shall be a Closing Date and the time and place of such purchase shall be a Closing for purposes of this Agreement. The Additional Series A-7 Purchased Shares and Additional Warrants purchased at such Closing shall be deemed to be Series A-7 Purchased Shares and Warrants for all purposes of this Agreement. The obligations of each of the Purchasers and the Company at such Closing shall be subject to satisfaction of the respective conditions of the Constellation Funds’ obligations and the Company’s obligations, as set forth in Section 4 hereof.
Appears in 1 contract
Additional Issuance. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell and the Constellation Funds shall have the right but not the obligation, on or prior to May 30, 2007, to purchase additional shares of Series A-7 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as set forth herein The Additional Closing Date with respect to the Series A-7 Purchased Additional Note Issuance shall be the date hereof. On such Additional Closing Date, subject to the satisfaction (or waiver) of all of the conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase Agreement, Infinity shall issue and sell to each Buyer, and each Buyer severally agrees to purchase from Infinity, (I) Additional Notes in the principal amount set forth opposite such Buyer’s name on the Additional Schedule of Buyers, along with (II) the related Additional 115% Warrants with respect to the number of Additional Warrant Shares equal to the quotient (rounded to the nearest whole number, with 0.5 rounded up) of (A) 28% of the original principal amount of the Additional Notes purchased by such Buyer at the Additional Closing, divided by (B) the Warrant Exercise Price (as defined in the Additional 115% Warrants) on the Additional Closing Date, and (III) the related Additional 140% Warrants with respect to the number of Additional Warrant Shares equal to the quotient (rounded to the nearest whole number, with 0.5 rounded up) of (X) 27% of the original principal amount of the Additional Notes purchased by such Buyer at the Additional Closing, divided by (Y) the Warrant Exercise Price (as defined in the Additional 140% Warrants) on the Additional Closing Date (the “First Additional Series A-7 Purchased Shares and Additional WarrantsClosing”). Infinity hereby acknowledges and agrees that such purchase by each of the Buyers of such Additional Notes and related Additional Warrants shall satisfy in full any obligations of such Buyers under the Securities Purchase Agreement and the other Transaction Documents with respect to the Additional Sale Election Notice.
(b) The Constellation Funds may purchase up to $500,000 worth For purposes of Section 4(h) of the Securities Purchase Agreement in connection with the First Additional Series A-7 Purchased Shares and Additional WarrantsClosing, allocated among themselves each Buyer’s Reimbursement Allocation Percentage shall be as set forth in on the Additional Schedule II or in such manner as of Buyers, rather than the Constellation Funds may agreeSchedule of Buyers attached to the Securities Purchase Agreement.
(c) The Constellation Funds may exercise Concurrently with the right to purchase Additional Series A-7 Purchased Shares execution hereof, Infinity-Delaware is executing and Additional Warrants by giving notice delivering to the Company, at least one business day prior Agent and the Buyers a Joinder in the form of Exhibit A attached to the date of such purchase which date shall be set forth in such notice. Such date of purchase shall be a Closing Date and the time and place of such purchase shall be a Closing for purposes of this Security Agreement. The Additional Series A-7 Purchased Shares and Additional Warrants purchased at such Closing shall be deemed to be Series A-7 Purchased Shares and Warrants for all purposes of this Agreement. The obligations of each of the Purchasers and the Company at such Closing shall be subject to satisfaction of the respective conditions of the Constellation Funds’ obligations and the Company’s obligations, as set forth in Section 4 hereof.
Appears in 1 contract
Additional Issuance. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell and each of (a) Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (together, the “Pequot Purchasers”) and (b) Constellation Funds Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P. and CVC II Partners, LLC (together, the “Constellation Purchasers”) shall have the right but not the obligationright, on or prior to May 30April 10, 2007, to purchase purchase, additional shares of Series A-7 A-6 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as set forth herein with respect to the Series A-7 A-6 Purchased Shares and the Warrants (the “Additional Series A-7 A-6 Purchased Shares and Additional Warrants”).
(b) The Constellation Funds Pequot Purchasers may purchase allocate up to $500,000 worth of 1,000,000 Additional Series A-7 A-6 Purchased Shares and Additional Warrants, allocated Warrants among themselves in such manner as set forth in Schedule II or the Pequot Purchasers may agree. The Constellation Purchasers may allocate up to $1,000,000 Additional Series A-6 Purchased Shares and Additional Warrants among themselves in such manner as the Constellation Funds Purchasers may agree. If either the Pequot Purchasers or the Constellation Purchasers do not purchase all of the Additional Series A-6 Purchased Shares and Additional Warrants that they are entitled to purchase, the other Purchasers may purchase such Additional Series A-6 Purchased Shares and Additional Warrants in such amounts as such Purchasers may agree.
(c) The Constellation Funds Purchasers may exercise the right to purchase Additional Series A-7 A-6 Purchased Shares and Additional Warrants by giving notice to the Company, at least one two business day days prior to the date of such purchase which date shall be set forth in such notice. Such date of purchase shall be a Closing Date and the time and place of such purchase shall be a Closing for purposes of this Agreement. The Additional Series A-7 A-6 Purchased Shares and Additional Warrants purchased at such Closing shall be deemed to be Series A-7 A-6 Purchased Shares and Warrants for all purposes of this Agreement. The obligations of each of the Purchasers and the Company at such Closing shall be subject to satisfaction of the respective conditions of the Constellation FundsPurchasers’ obligations and the Company’s obligations, as set forth in Section 4 hereof.
Appears in 1 contract
Additional Issuance. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell and the Constellation Funds shall have the right but not the obligation, on or prior to May 30, 2007, to purchase additional shares of Series A-7 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as set forth herein The Additional Closing Date with respect to the Series A-7 Purchased Additional Note Issuance shall be the date hereof. On such Additional Closing Date, subject to the satisfaction (or waiver) of all of the conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase Agreement, Infinity shall issue and sell to each of Gaia and L▇▇▇▇▇▇▇, and each of Gaia and L▇▇▇▇▇▇▇ severally agrees to purchase from Infinity, (I) Additional Notes in the principal amount set forth opposite its name on the Additional Schedule of Buyers, along with (II) the related Additional 115% Warrants with respect to the number of Additional Warrant Shares equal to the quotient (rounded to the nearest whole number, with 0.5 rounded up) of (A) 28% of the original principal amount of the Additional Notes purchased thereby at the Additional Closing, divided by (B) the Warrant Exercise Price (as defined in the Additional 115% Warrants) on the Additional Closing Date, and (III) the related Additional 140% Warrants with respect to the number of Additional Warrant Shares equal to the quotient (rounded to the nearest whole number, with 0.5 rounded up) of (X) 27% of the original principal amount of the Additional Notes purchased thereby at the Additional Closing, divided by (Y) the Warrant Exercise Price (as defined in the Additional 140% Warrants) on the Additional Closing Date (the “Third Additional Series A-7 Purchased Shares and Additional WarrantsClosing”). Infinity hereby acknowledges and agrees that such purchase by each of Gaia and L▇▇▇▇▇▇▇ of such Additional Notes and related Additional Warrants shall satisfy in full any obligations of any of Gaia, L▇▇▇▇▇▇▇, HFTP and AG Offshore under the Securities Purchase Agreement and the other Transaction Documents with respect to the Additional Sale Election Notice.
(b) The Constellation Funds may purchase up to $500,000 worth For purposes of Section 4(h) of the Securities Purchase Agreement in connection with the Third Additional Series A-7 Purchased Shares and Additional WarrantsClosing, allocated among themselves each Buyer’s Reimbursement Allocation Percentage shall be as set forth in on the Additional Schedule II or in such manner as of Buyers, rather than the Constellation Funds may agree.
(c) The Constellation Funds may exercise the right to purchase Additional Series A-7 Purchased Shares and Additional Warrants by giving notice Schedule of Buyers attached to the Company, at least one business day prior to the date of such purchase which date shall be set forth in such notice. Such date of purchase shall be a Closing Date and the time and place of such purchase shall be a Closing for purposes of this Securities Purchase Agreement. The Additional Series A-7 Purchased Shares and Additional Warrants purchased at such Closing shall be deemed to be Series A-7 Purchased Shares and Warrants for all purposes of this Agreement. The obligations of each of the Purchasers and the Company at such Closing shall be subject to satisfaction of the respective conditions of the Constellation Funds’ obligations and the Company’s obligations, as set forth in Section 4 hereof.
Appears in 1 contract