Purchase of Additional Notes Clause Samples

Purchase of Additional Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii), 6(b) and 7(b) below, the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, agrees to purchase from the Company on the applicable Additional Closing Date (as defined below) such aggregate number of Additional Notes as is set forth in such applicable Additional Closing Notice (as defined below).

Purchase of Additional Notes. Solely with respect to the Buyers so indicated on the signature page hereto, upon effectiveness of a registration statement in accordance with the Registration Rights Agreement, such Buyers hereby waive the following Equity Conditions set forth in the SPA and by execution of this Agreement such Buyers subscribe for such Additional Notes in the amount set forth opposite their name so indicated on the signature page hereto, subject to compliance with the remaining Equity Conditions: (a) The Buyers waive compliance with the Volume Failure and Price Failure requirements of the Equity Conditions; (b) The Buyers waive compliance subsection (xii) of the Equity Conditions solely with respect to any Events of Default described in Section 3 above. For an avoidance of doubt, such waivers of the Equity Conditions within this Section 7 only apply to the amounts set forth opposite their name so indicated on the signature page hereto and not for any other amount of Additional Notes.

Purchase of Additional Notes. The Purchasers shall not be required to purchase any Additional Notes hereunder unless the Company has satisfied each of the following conditions:

Purchase of Additional Notes. Upon the effectiveness of this Second Amendment, the Purchaser shall purchase Additional Notes in an aggregate original principal amount equal to the balance of the Purchaser’s Additional Notes Purchase Commitment (such balance being equal to $10,000,000 (Ten Million Dollars) and, in connection therewith, the Purchaser waives the conditions precedent set forth in Sections 3.2(a)(vi), 3.2(a)(vii)(x) and 3.2(a)(viii).

Purchase of Additional Notes. Solely with respect to the Buyers that indicated on the signature page of the Waiver Agreement their agreement in purchasing Additional Notes, such Buyers hereby waive the following Equity Conditions set forth in the SPA and by execution of this Agreement such Buyers subscribe for such Additional Notes in the amount set forth opposite their name so indicated on the signature page hereto, subject to compliance with the remaining Equity Conditions (as modified in the Waiver Agreement): (a) The Buyers waive compliance subsection (ii) of the Equity Conditions solely with respect to the Nasdaq Stock Market continued listing deficiencies described in Section 3 above.

Purchase of Additional Notes. Notwithstanding anything to the contrary in the Purchase Agreements or in that certain Note Purchase Agreement between the Company and Borrower dated January 18, 2011 (the “January 2011 Purchase Agreement”), so long as (1) no Event of Default (as defined in the Notes) (and in the case of the March 2010 Note, no new Event of Default after the date of this Agreement) has occurred under any of the Notes, (2) each of the representations and warranties of Borrower in the Purchase Agreements and the January 2011 Purchase Agreement remain true and correct as of the date of purchase of each Additional Note (as defined below), (3) Borrower has increased its authorized shares of common stock to not less than 5,000,000,000 shares as of the date of purchase of such Additional Note, and (4) the Company has complied with all of its obligations and covenants herein, in the Notes, in the Purchase Agreements and in the January 2011 Purchase Agreement as of such date, the Company agrees to deliver to Borrower the sum of $50,000.00 (the “Additional Note Purchase Price”) on or around each of April 1, 2011, April 15, 2011, May 1, 2011, May 15, 2011 and June 1, 2011 as consideration for those certain Additional Notes (the “Additional Notes”) as defined in the January 2011 Purchase Agreement. Borrower and the Company acknowledge that each of the Additional Notes has previously been executed by Borrower, but none of such Additional Notes shall become effective until the Company has delivered the Additional Note Purchase Price to Borrower. Additionally, the date of each Additional Note shall be modified to be the date the applicable Additional Note Purchase Price is delivered to Borrower. For the avoidance of doubt, in the event of any conflict between the terms of this Section 4 and the January 2011 Purchase Agreement, the terms of this Section 4 shall govern.

Purchase of Additional Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections ‎1(b)(ii), ‎6(b) and ‎7(b) below (the “Additional Closing Conditions”), the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing Date (as defined below), an Additional Note in the aggregate original principal amount as is set forth in such Additional Closing Notice, not in excess, in the aggregate with all prior Additional Closings, of such aggregate original principal amount of Additional Notes as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (such closing of the purchase of such Additional Notes, each, an “Additional Closing”).

Purchase of Additional Notes. (i) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(b) and 6(b) below, the Company agrees to sell to each Initial Buyer, and each Initial Buyer shall have the right to purchase (the "First Option") on the First Additional Closing Date (as defined below), up to an aggregate of $200,000,000 principal amount of Additional Notes (the "First Additional Closing"). To exercise the First Option, an Initial Buyer must so notify the Company in writing (the "First Option Exercise Notice"), prior to 5:00 p.m. New York City time on April 13, 2007, which First Option Exercise Notice shall specify the principal amount of Additional Notes such Initial Buyer elects to purchase pursuant to the First Option. (ii) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(b) and 6(b) below, the Company agrees to sell to each Initial Buyer, and each Initial Buyer shall have the right to purchase (the "Second Option") on the Second Additional Closing Date (as defined below), up to a principal amount of Additional Notes equal to the lesser of (i) $50,000,000 and (ii) the difference calculated by subtracting (A) the aggregate principal amount of Additional Notes purchased by such Initial Buyer at the First Additional Closing from (B) $200,000,000 (the "Second Additional Closing"). To exercise the Second Option, an Initial Buyer must so notify the Company in writing (the "Second Option Exercise Notice") on or before the expiration of the Second Option Period, which Second Option Exercise Notice shall specify the principal amount of Additional Notes such Initial Buyer elects to purchase pursuant to the Second Option. (iii) From and after the expiration of the First Option Period, until the expiration of the Third Option Period, to the extent that the Initial Buyers have not elected to purchase the entire $400,000,000 aggregate principal amount of Additional Notes pursuant to the First Option and the Second Option, the Company, directly or through a placement agent, shall be entitled to place (the "Third Additional Closing," and when referred to with the First Additional Closing and the Second Additional Closing, each an "Additional Closing" and together, the "Additional Closings") with other investors (such investors, "Other Buyers"), such amount of the Additional Notes not previously purchased by the Initial Buyers on the same terms and conditions as the Initial Buyers received at the Initial Closing, the First Additional Cl...

Purchase of Additional Notes. Subject to the terms and conditions set forth in this Agreement and in this Section 2.04, from time to time after the Initial Closing and until the earlier of (a) three months following the Initial Closing Date (the "Commitment Termination Date"), and (b) the consummation of a New Financing, the Purchaser shall purchase from the Company additional Notes at any Subsequent Closing up to an aggregate principal amount of $1,500,000 and an aggregate purchase price of $1,500,000 (the "Additional Notes"); provided that, the Purchaser shall only be obligated to purchase such Additional Notes if (i) the Purchaser shall have received a request in writing from the Special Finance Committee (which notice may be waived by the parties to this Agreement) specifying (A) a proposed date for the Subsequent Closing, (B) the proposed principal amount of each Additional Note to be purchased and (C) such other information as the Purchaser may request, (ii) the Purchaser and the WSP Parties shall have consented in writing to the purchase of such Additional Notes as described in the written request from the Special Finance Committee and (iii) the conditions precedent set forth in this Agreement have been satisfied or waived as provided herein.