The Notes and Warrants. 10.1 STOCK FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all Conversion Stock and Warrant Stock that may be issued upon conversion of the Notes or exercise of the Warrants will be, upon issuance in accordance with the terms of the Notes or Warrants, as the case may be, fully paid and nonassessable, and that the issuance thereof shall not give rise to any preemptive rights on the part of any person or entity. The Company further covenants and agrees that the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock for the purpose of issue upon the conversion of the Notes and exercise of the Warrants.
The Notes and Warrants. 1.1 The Notes. Each Investor severally agrees, on the terms --------- of and subject to the conditions specified in this Agreement, to lend to the Company the sums set forth on Exhibit A hereto. With respect to each loan made by each Investor, each Investor will receive a Note dated as of the date of each Closing (as defined below) in the form attached hereto as Exhibit B. These Notes are collectively referred to as the "Notes." The securities into which the Notes are convertible are referred to as the "Conversion Stock."
The Notes and Warrants. 5.6.1. So long as any Notes are outstanding, the Company, during the period within which the conversion rights under the Notes may be exercised, shall at all times have authorized and reserved, for the purpose of issuance upon the exercise of the conversion rights, a sufficient number of shares of Common Stock to provide for the exercise of such conversion rights. 5.6.2. So long as any Warrants are outstanding, the Company shall at all times have authorized and reserved, for the purpose of issuance upon the exercise of the Warrants, sufficient number of shares of the Common Stock to provide for the exercise of such Warrants.
The Notes and Warrants. The Company has authorized the issuance and sale to Buyers of the Notes and the Warrants.
The Notes and Warrants. The Notes shall be substantially in the form attached hereto as Exhibit A. Interest on the Notes is payable at the rate of 8.4% per annum and any portion of the principal amount outstanding under the Notes may be converted from time to time by a Purchaser into Intersolv Common Stock at an initial conversion price per share of $3.7864. In the event that any Notes are prepaid or redeemed pursuant to Article V of this Agreement, Intersolv shall issue to the holders of such Notes Warrants (as such term is defined in Article V) to purchase shares of Intersolv Common Stock. For purposes of this Agreement the term "
The Notes and Warrants
