Authorization of Notes and Warrants. (a) The Company has duly authorized the issuance and sale of $15,000,000 aggregate principal amount of its 12% Senior Notes due June 22, 2006 (the "NOTES", such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter defined)). The Notes shall be substantially in the form set out in Exhibit 1(a), with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of Notes and Warrants. (a) The Company has duly authorized the issue, sale and delivery of:
Authorization of Notes and Warrants. 1 ----------------------------------- 1.02. The Shares...................................................................................1 ---------- 1.03. Purchase Price and Closing...................................................................1 -------------------------- 1.04. Use of Proceeds..............................................................................2 ---------------
Authorization of Notes and Warrants. The Company will authorize the issue and sale of (a) $5,625,000 aggregate principal amount of its 13.50% Senior Subordinated Notes due July 31, 2006 (the "Notes", such term to include any such notes issued in substitution therefor pursuant to section 15), to be substantially in the form of the Note set out in Exhibit A, with such changes therefrom, if any, as may be approved by the Purchasers and the Company, and (b) warrants (the "Warrants", such term to include any warrants issued in substitution therefor pursuant to section 15) to purchase 1,281,731 shares of the Common Stock, par value $.001 per share (the "Common Stock"), of the Company at an initial exercise price of $1.50 per share, to be substantially in the form of the Warrant set out in Exhibit B, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized terms used in this Agreement are defined in section 14; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of Notes and Warrants. On or prior to the closing under this Agreement (the “Closing”), the Company shall have authorized the sale and issuance of the Notes and Warrants to the Holders. The Notes will be of one series designated the “2007 Secured Notes.”
Authorization of Notes and Warrants. The Company will authorize the issue and sale of (i) up to $25,000,000 aggregate principal amount of its 14% Senior Subordinated Notes due July 25, 2006 (such Notes, as delivered pursuant to Section 2 of this Agreement, and any such Notes issued in substitution therefor pursuant to Section 9 of this Agreement, collectively, the "NOTES"), (ii) its Warrants to purchase shares of common stock of the Company equal to 8,000 shares for each $1,000,000 of principal of the Notes (the Warrants delivered pursuant to Section 2 of this Agreement being, collectively, the "WARRANTS"), and (iii) its Nominal Warrants to purchase up to 473,684 shares of common stock of the Company, allocated at 426,316 shares with respect to the $22,500,000 Note to be purchased by Madeleine L.L.C. hereunder, and at 47,368 shares with respect to xxx $0,000,000 Note to be purchased by Morgan Stanley & Co., Incorporated hereunder, with each such Nomxxxx Xaxxxxxx to be exercisable at one cent ($0.01) per share (the Nominal Warrants delivered pursuant to Section 2 of this Agreement being, collectively, the "NOMINAL WARRANTS"). Each of the Notes shall be in substantially the form of Exhibit A hereto, each of the Warrants shall be in substantially the form of Exhibit B-1 hereto and each of the Nominal Warrants shall be in substantially the form of Exhibit B-2 hereto, in each case with such amendments, supplements and other modifications thereto, if any, as shall be approved from time to time by the Purchasers and the Company. Capitalized terms used in this Agreement shall have the respective meanings specified in Schedule II hereto.
Authorization of Notes and Warrants. The Company has authorized the issuance and sale of $2,000,000 in aggregate principal amount of its 12% Senior Subordinated Notes (the "Notes") due February 9, 2000 (the "Final Maturity Date"), to be substantially in the form of Exhibit A. The Company has authorized the issuance of Warrants to purchase up to an aggregate of 6,668 shares of Common Stock in the form of the Common Stock Purchase Warrant attached hereto as Exhibit B (the "Warrants") to be issued to the Purchasers hereunder as Additional Interest on the Notes pursuant to Section 7.02. The Company agrees that the value of all Warrants to be issued through the Closing Date is $1,000 and the Company agrees to use the foregoing for all federal, state, and local income tax purposes with respect to the transactions contemplated by this Agreement.
Authorization of Notes and Warrants. The Company will authorize the issue and sale of: (i) US$10,000,000 aggregate principal amount, of its 12% Subordinated Convertible Guaranteed Notes due June 28, 2010 (the “Notes”, such term to include any such notes issued in substitution therefore pursuant to Section 15 of this Agreement) and (ii) warrants to purchase up to 12.5 million shares at an exercise price of $1 per share, subject to adjustment, of the Company’s common stock, par value $.10 per share, expiring on the second anniversary of the Closing Date, subject to acceleration under certain circumstances (the “Warrants”). The Notes shall be substantially in the form set out in Exhibit 1, with such changes thereto, if any, as may be approved by you, the Required Holders and the Company. The Warrants purchased by Persistency pursuant to this Agreement shall be substantially in the form set out in Exhibit 2, with such changes thereto, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of Notes and Warrants. The Company will (pursuant to this Agreement and the Other Agreements referred to below) authorize the issue and sale of (a) $20,000,000 aggregate principal amount of its 12.00% Senior Subordinated Notes due December 31, 2003 (the "Notes", such term to include any such notes issued in substitution therefor pursuant to section 15), to be substantially in the form of the Note set out in Exhibit A, with such changes therefrom, if any, as may be approved by you and the Company, and (b) warrants (the "Warrants", such term to include any warrants issued in substitution therefor pursuant to section 15) to purchase an aggregate of 428,400 shares of the Common Stock, par value $.01 per share (the "Common Stock"), of the Company at an initial exercise price of $.01 per share, to be substantially in the form of the Warrant set out in Exhibit B, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in section 14; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of Notes and Warrants. The Company has authorized the issuance and sale of $3,000,000 in aggregate principal amount of its 12% Senior Subordinated Notes (the "Notes") due April 19, 2001 (the "Final Maturity Date"), to be substantially in the form of Exhibits A-1 and A-2. The Company has authorized the issuance of Warrants to purchase up to an aggregate of 20,004 shares of Common Stock in the form of the Common Stock Purchase Warrant attached hereto as Exhibits B-1 and B-2 (the "Warrants") to be issued to the Purchaser hereunder as Additional Interest on the Notes pursuant to Section 8.02. The Company agrees that the value of all Warrants to be issued through the Closing Date and the Second Closing Date, should it occur, is $2,500 and the Company agrees to use the foregoing for all federal, state, and local income tax purposes with respect to the transactions contemplated by this Agreement.
