Purchase and Sale of the Note and the Warrant. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the Funding Amount (a) a convertible promissory note, in the form attached hereto as Exhibit B (the “Note”), in the principal amount of Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) (the “Principal Amount”) and (b) a Common Stock purchase warrant, in the form attached hereto as Exhibit C, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire 1,000,000 shares of Common Stock (the “Warrant”). The Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the Funding Amount shall be allocable among the Note and the Warrant based on the relative fair market values thereof. Neither the Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. law.
Purchase and Sale of the Note and the Warrant. Subject to the terms and conditions set forth herein at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the Funding Amount (a) a convertible promissory note, in the form attached hereto as Exhibit A (the “Note”), in the principal amount of Three Million Seven Hundred Four Thousand One Hundred Sixty Seven Dollars ($3,704,167) (the “Principal Amount”) and (b) a Common Stock purchase warrant, in the form attached hereto as Exhibit B, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire 5,291,667 shares of Common Stock (the “Warrant”).
Purchase and Sale of the Note and the Warrant. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company:
Purchase and Sale of the Note and the Warrant. Subject to the terms and conditions of this Agreement, the Investor hereby agrees to purchase at the Closing, and the Company hereby agrees to issue and sell to such Investor at the Closing (i) a Note, dated as of the date of the Closing, in the original principal amount equal to the dollar amount set forth opposite such Investor’s name under the heading “Original Principal Amount” on Schedule A hereto and (ii) a Warrant to purchase shares of Common Stock of the Company as set forth opposite such Investor’s name under the heading “Number of Warrant Shares” on Schedule A hereto, in exchange for cash in the amount set forth opposite such Investor’s name under the heading “Original Principal Amount” on Schedule A hereto.
Purchase and Sale of the Note and the Warrant. Upon the terms and subject to the conditions contained in this Agreement, the Company has authorized the issuance and sale to the Purchasers of, and the Purchasers have agreed to advance and purchase from the Company, (a) a 9% Bridge Promissory Note in the aggregate principal amount of up to US $3,000,000 (the "Total Commitment"), substantially in the form of EXHIBIT A (the "Note") and (ii) a Warrant substantially in the form of EXHIBIT B (the "Warrant") for the warrant coverage amount set forth opposite each Purchaser's name on SCHEDULE I hereto. Each Advance under the Note shall be allocated to each Purchaser as set forth in SCHEDULE I hereto, as updated from time to time.
Purchase and Sale of the Note and the Warrant. The Company agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Purchaser agrees to purchase, the Note and the Warrant. Such purchase and sale shall take place at a closing (the "Closing") to be held at the offices of Sherburne, Powers, Holland & Knight, at 10:00 a.m. local time, on the date on which this Agreement is executed and delivered (the "Closing Date"). At the Closing, the Company will issue the Note to the Purchaser, dated the Closing Date and payable to the order of Purchaser, and the Company will issue to the Purchaser the Warrant, against (i) receipt of funds by wire transfer to an account or accounts designated by the Company prior to the Closing in the amount of Two Million Dollars ($2,000,000.00), and (ii) delivery of the Bridge Note to the Company, provided, however, all accrued but unpaid interest on the Bridge Note shall be paid in full by the Company to the Purchaser at the Closing. The parties hereto hereby acknowledge and agree that the purchase and sale of the Note and the Warrant hereunder and is part of an overall financing provided by CRL to the Consolidated Group, which financing also includes, among other things, the issuance by LTHBV of the LTHBV Note, the delivery of the Foreign Guaranties and the execution and delivery of the LTHBV Note Purchase Agreement.
Purchase and Sale of the Note and the Warrant. At the Closing, and subject to the terms and conditions contained in this Agreement, (i) the Company shall issue, sell and deliver to the Purchasers (A) a 12% Bridge Promissory Note in the aggregate principal amount of U.S. $7,000,000.00, substantially in the form of EXHIBIT A (the "Replacement Note") and (B) a Warrant substantially in the form of EXHIBIT B (the "Replacement Warrant") for the warrant coverage amount set forth in the Replacement Warrant and (ii) the Purchasers (A) acting as a group, shall surrender to the Company the Original Notes and the Original Warrants (which surrender shall terminate all obligations under the Original Notes and Original Warrants and the Purchasers shall xxxx the Original Notes "Cancelled" or "Paid in Full") and (B) shall advance to the Company the wire amount set forth opposite each Purchaser's name on Schedule I hereto (collectively, the "Warrant Amount"). Together, the cancellation of the obligations of the Company under the Original Notes and the Original Warrants and the payment of Wire Amount shall constitute full payment of the purchase price for the Replacement Note and the Replacement Warrant.
Purchase and Sale of the Note and the Warrant. At the Closing, --------------------------------------------- the Company shall sell to the Purchaser and, subject to the terms and conditions set forth herein, the Purchaser shall purchase from the Company a Note in the principal amount of $12,000,000 at a price equal to $11,999,000. In addition, at the Closing, the Purchaser shall pay the Company $1,000 in consideration for the issuance of the Warrant referred to in paragraph 3I hereof.
Purchase and Sale of the Note and the Warrant. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, (a) a convertible promissory note, in the form attached hereto as Exhibit B (the “Note”), in the principal amount of Seven Million Two Hundred Thousand Dollars ($7,200,000), subject to adjustment as set forth in the Note (the “Principal Amount”) and (b) a Common Share purchase warrant, in the form attached hereto as Exhibit C, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire, 2,142,857 Common Shares (the “Warrant”), in exchange for the Funding Amount. The Investor and the Company agree that for U.S. and Canadian federal income tax purposes and applicable state, provincial, municipal, local and non-U.S. tax purposes, the Funding Amount shall be allocable between the Note and the Warrant based on the relative fair market values thereof. Neither the Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of Taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable Canadian federal, state, provincial or local law.
Purchase and Sale of the Note and the Warrant. At the Closing, the Company will issue and sell to the Buyer the Note and the Warrant and the Buyer will acquire, accept and pay for, as hereinafter provided, the Note and the Warrant.
