Purchase and Sale of Additional Notes. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set forth in Sections 3.2(b) and 4.2 below, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Additional Closing Date (as defined below), an Additional Note in the aggregate original principal amount as set forth in column (5) on Schedule I hereto (the “Additional Closing”).
Purchase and Sale of Additional Notes. (i) In the event that the Company’s Indebtedness to the Bank under the Guaranty Bank Agreement less the Company’s cash and cash equivalents (“Net Debt”) exceeds $5,000,000 on December 31, 2018, each of the Investors shall have the option, in its sole discretion, subject to the terms of the Note Documents, to purchase additional notes from the Company (the “Additional Notes”) in an aggregate original principal amount not to exceed $500,000 and a proportionate number of additional shares of Series A Preferred Stock. In addition, in the event that Net Debt exceeds $4,000,000 on December 31, 2019, each of the Investors shall have the option, in its sole discretion, subject to the terms of the Note Documents, to purchase other Additional Notes in an aggregate original principal amount not to exceed $500,000 and a proportionate number of additional shares of Series A Preferred Stock. The Company shall provide written notice to each Investor of the Company’s failure to meet the Net Debt requirements described herein within two Business Days. Additional Notes shall be issued in substantially the same form and substance as the Notes, but shall provide that all payments of interest on such Additional Notes are made in kind, and not in cash, and the holders of the Additional Notes shall have the same rights as the holders of the Notes. Additional shares of Series A Preferred Stock shall be issued in substantially the same form and substance as set forth in the Articles of Amendment of Series A Preferred Stock in the form attached hereto as Exhibit B, but shall provide that all payments of dividends on such additional shares of Series A Preferred Stock are made in kind, and not in cash, and the holders of such additional shares of Series A Preferred Stock shall have the same rights as the holders of the shares of Series A Preferred Stock issued at the Closing. Notwithstanding the foregoing, the Conversion Price for the Additional Notes, Series A Preferred Stock and Series B Preferred Stock into which the Additional Notes and Series A Preferred Stock are convertible shall be the greater of (i) $5.00 and (ii) the VWAP of the Common Stock for the 30 Trading Days preceding the date of the Investor’s notice to the Company of the exercise of its option to purchase the Additional Notes. For purposes of clarity, the Additional Notes and additional shares of Series A Preferred Stock shall be convertible into Series B Preferred Stock and the shares of Common Stock into which su...
Purchase and Sale of Additional Notes. C.1.1. On August 10, 2016 (the “Rider Date”) and from time to time thereafter as provided herein, the Company agreed to issue and sell, and each Note Purchaser agreed to purchase additional Notes (the “2016 Notes”) in an aggregate original principal amount of up to $7,500,000. The Company acknowledges and agrees that a portion of the 2016 Notes in an aggregate principal amount equal to $7,400,000 has already been purchased and sold under the Original Agreement (as supplemented by the Original Rider).
Purchase and Sale of Additional Notes. (a) The purchase and sale of the Notes contemplated by this Section 1(a) (the “Second Closing”) will take place remotely via the exchange of documents and signatures on the date of this Agreement. Subject to the terms and conditions of this Agreement and the Purchase Agreement, at the Second Closing, the Lead Purchaser and the other Second Closing Purchasers will each advance to the Company an amount equal to the “Principal Amount of Note” set forth opposite such Second Closing Purchaser’s name under the caption “Second Closing” on Schedule I to this Agreement, and the Company will sell and issue to each Second Closing Purchaser a Note in the original principal amount corresponding to such Second Closing Purchaser’s “Principal Amount of Note” under the caption “Second Closing.”
Purchase and Sale of Additional Notes. Subject to the terms and conditions herein set forth, the Company, at its sole option and upon twenty Business Days' written notice to the Purchaser (the "ADDITIONAL NOTES REQUEST"), may require Purchaser to purchase and will issue to the Purchaser, and the Purchaser agrees that it will acquire from the Company, at the Second Time of Purchase one or more Additional Notes for the aggregate purchase price equal to the principal amount specified in such Additional Notes Request (the "ADDITIONAL PURCHASE PRICE"), which in no event shall be greater than $10,000,000; PROVIDED, HOWEVER, that such Additional Notes Request must be given by the Company to the Purchaser on or prior to November 14, 1997. The Additional Purchase Price will be paid in cash, by wire transfer of immediately available funds to an account previously designated by the Company in a notice delivered to the Purchaser one day prior to the Second Closing Date.
Purchase and Sale of Additional Notes. At any time and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notes, the aggregate purchase price of which, together with the aggregate purchase price of the Initial Closing Notes, shall not exceed $5,000,000. Schedule II attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional Notes. The aggregate purchase price for the Notes shall not exceed $5,000,000.
Purchase and Sale of Additional Notes. 2.2.1 In the event the Company provides written notice to Lender within 45 days following any Milestone Date set forth in Exhibit 2.2 that all 4 of the milestones associated with the Milestone Date were attained by the Company as of the Milestone Date and that the Company has determined in the exercise of its discretion that it is in its best interests to sell an Additional Note to the Lender (and such sale is not otherwise prohibited by this Agreement) (each, an “Additional Closing”), the Lender shall purchase from the Company within thirty (30) days after the Company provides such written notice an Additional Note with the Purchase Price and Face Amount as listed on Exhibit 2.2 opposite such Milestone Date.
Purchase and Sale of Additional Notes. Between the Initial Closing Date and the third anniversary of the closing date under the Loan Agreement, the Investor will have the option, in its sole discretion, to purchase additional Notes (the “Additional Notes”) in an amount not less than $5,000,000 for each such purchase of Additional Notes, with such purchase to be on the same terms and conditions specified in this Agreement with respect to the purchase of the Initial Note; provided, that the Investor may not purchase more than an aggregate of $20,000,000 of Additional Notes pursuant to this Agreement, provided further that, at no time shall the sum of (i) the principal amount of the Initial Note and (ii) the principal amount of the Additional Notes exceed $30,000,000; provided further, however, that if the Required Lenders specified in the Loan Agreement agree to exercise their option pursuant to Sections 2.1(b) and
Purchase and Sale of Additional Notes. At any time and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notes. Subject to the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, an Additional Note, dated as of the date of the applicable Subsequent Closing Date, in the aggregate original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional Notes.
Purchase and Sale of Additional Notes. If the Company shall ------------------------------------- have delivered a Put Notice pursuant to Section 1.04(a) above, then, subject to the terms and conditions set forth herein, on the Subsequent Closing Date the Company shall issue, sell and deliver to WCAS CP III, and WCAS CP III shall purchase from the Company, the Additional Notes to which such Put Notice relates for an aggregate purchase price equal to the principal amount of such Additional Notes. On the Subsequent Closing Date therefor, the Company shall issue such Additional Notes in definitive form, registered in the name of WCAS CP III.
