Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Notes and Warrants in the respective amounts set forth opposite the Investors' names on the Exhibit F attached hereto in exchange for the Purchase Price as specified in Section 3 below.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, each Investor hereby agrees to purchase at the Closing, and the Company hereby agrees to issue and sell to each 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 Notes and the Warrants. Subject to the terms and conditions set forth herein:
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, (a) a convertible promissory note, in the form attached hereto as Exhibit B (each, a “Note” and together, the “Notes”), in the principal amount set forth on the signature page hereto executed by such Investor, which shall carry an original issue discount of nine percent (9%), or in the aggregate, up to five hundred ninety-three thousand four hundred seven Dollars ($593,407) (the “OID”), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes, which is included in the principal balance of the Notes (each such amount, the “Principal Amount” of such Note, and all of the Principal Amounts together, the “Aggregate Principal Amount”), with the purchase price of the Notes be computed by subtracting the OID from the Principal Amount, and shall equal in the aggregate, up to six million Dollars ($6,000,000) (the “Purchase Price”), and (b) a share purchase warrant, in the form attached hereto as Exhibit C (each, a “Warrant” and together, the “Warrants”), registered in the name of such Investor, pursuant to which the Investor shall have the right to acquire Ordinary Shares in the amount set forth on the signature page hereto executed by such Investor, in exchange for each Investor’s respective Funding Amount, as set forth on the signature page hereto executed by such Investor. Each Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, such Investor’s Funding Amount shall be allocable between their Note and their Warrant based on the relative fair market values thereof. No 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 Notes and the Warrants. At the Closing, the Company will issue and sell to the Buyers the Notes and the Warrants and the Buyers will acquire, accept and pay for, as hereinafter provided, the Notes and the Warrants.
Purchase and Sale of the Notes and the Warrants. 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 aggregate Funding Amount (a) convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note”), in the aggregate principal amount of up to One Million Eight Hundred Thousand Dollars ($1,800,000) (the “Principal Amount”), and (b) Common Stock purchase warrants, 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 shares of Common Stock in such aggregate amount as the Company and Investor shall mutually agree (the “Warrants”).
Purchase and Sale of the Notes and the Warrants. Subject to the terms of this Agreement, the Seller agrees to and does hereby issue, sell and deliver the Note and the Warrants to the Purchaser at the Closing (as defined herein), and Purchaser agrees to and does hereby purchase and accept the Note and the Warrants from the Seller on such dates.
Purchase and Sale of the Notes and the Warrants. 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 Initial Notes and the Warrants. 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 (a) the Initial Note described in clause (a) in Section 2.01 to MSC, dated the Closing Date and payable to the order of MSC, and the Company will issue to MSC the MSC Warrant, against receipt of funds by wire transfer to an account or accounts designated by the Company prior to the Closing in the amount of $1,055,638, and (b) the Initial Note described in clause (b) in Section 2.01 to MSI dated the Closing Date and payable to the order of MSI, and the Company will issue to MSI the MSI Warrant, against receipt of funds by wire transfer to an account or accounts designated by the Company prior to the Closing in the amount of $144,362. The parties hereto hereby acknowledge and agree that the purchase and sale of the Initial Notes and the Warrants hereunder is part of an overall financing provided by MSC and MSI to the Consolidated Group, which financing also includes, among other things, the issuance by LTHBV of the LTHBV Notes, the delivery of the Foreign Guaranties and the execution and delivery of the LTHBV Note Purchase Agreement.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions of this Agreement, on each Closing Date, the Company shall, in exchange for the Purchase Price as specified in Section 3 below, sell and issue, and the following parties shall severally, and not jointly, purchase: (a) on the First Closing Date, the aggregate amount of Three Million Dollars ($3,000,000) of Notes and the Warrants to purchase 6,923,076.92 shares of Common Stock to Xxxxx and Camden, in the individual respective amounts set forth opposite such Investors’ names on Schedule I attached hereto (the “Group A Investors”), (b) on the Second Closing Date, the aggregate amount of Two Million Dollars ($2,000,000) of the Notes and the Warrants to purchase 4,615,384.62 shares of Common Stock to certain accredited investors, which have been mutually-agreed upon by the Company, Xxxxx and Camden, in the individual respective amounts set forth opposite such Investors’ names to be listed on Schedule II attached hereto (the “Group B Investors”) and (c) on the Third Closing Date, up to an aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000) of the Notes and the Warrants to purchase up to 3,461,538.46 shares of Common Stock to certain Additional Investors (as defined in Section 7.8 hereof), in the individual respective amounts set forth opposite such Investors’ names to be listed on Schedule III attached hereto (the “Group C Investors”); it being agreed and understood that Xxxxx and Camden shall have the right to approve or deny (i) the participation of any proposed Group B Investor that has not received the prior approval of Xxxxx and Camden, (ii) the amounts to be invested by any Group B Investor if such Group B Investor’s proposed investment would be greater than $500,000 or (iii) the participation of any Group C Investor and the respective amounts to be invested by such Group C Investor as provided in Section 7.8 hereof.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, at the Closings (as defined below), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the aggregate Funding Amount (a) convertible promissory notes, each substantially in the form attached hereto as Exhibit A other than as to the principal amount, issue date and other pertinent changes (each, a “Note” and collectively, the Notes), in the aggregate principal amount of Six Million Dollars ($6,000,000) (the “Principal Amount”), and (b) Common Stock purchase warrants, each in the form attached hereto as Exhibit B other than as to the issue date, number of shares, and other pertinent changes, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire an aggregate number of 5,601,613 shares of Common Stock (the “Warrants”).
