Examples of 2007 Purchase Agreement in a sentence
The Purchaser shall have received an opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit E annexed to the 2007 Purchase Agreement, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser.
The Purchaser hereby represents and warrants to the Company as follows as of the date hereof and as of the Closing Date that the Purchaser’s representations and warranties that are set forth in Sections 2.2 of the 2007 Purchase Agreement are hereby repeated and incorporated herein by reference.
Capitalized terms used and not otherwise defined herein that are defined in the 2007 Purchase Agreement shall have the meanings given such terms in the 2007 Purchase Agreement.
Each Purchaser party hereto that is a party to the February 2007 Purchase Agreement shall be issued a debenture under such agreement with a principal amount equal to such Purchaser’s Subscription Amount (as defined in the February 2007 Purchase Agreement) multiplied by 1.38, and otherwise in the form of the debenture attached to the February 2007 Purchase Agreement as Exhibit A, notwithstanding any contrary provision contained in the February 2007 Purchase Agreement.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder, by written notice to the other parties, if the closing of the transactions contemplated by the February 2007 Purchase Agreement have not been consummated on or before March 1, 2007.
Pursuant to the November 2007 Purchase Agreement, the Company issued and sold to the November 2007 Investor, $5,000,000 principal amount of the 6% convertible subordinated debentures due November 30, 2010 (the “November 2007 Debenture”) and a three-year warrant to purchase 250,000 shares of the Company’s common stock, par value $0.001 per share, exercisable at $12.80 per share, subject to adjustment as provided therein.
As of the Closing Date, the Company will have obtained the consent, substantially in the form attached as Exhibit E hereto (“Form of Consent”), from the Required Investors, as defined in the June 2007 Purchase Agreement, dated as of June 7, 2007, by and among the Company and the investors identified on the signature pages thereto (the “June 2007 Purchase Agreement”), as required under the June 2007 Purchase Agreement..
The SPR Companies and the NightHawk Companies shall promptly take all steps necessary to terminate and dismiss with prejudice (with each of the parties bearing their own costs and fees) any and all pending actions or proceedings arising from or relating in any way to the 2007 Purchase Agreement and the Service Agreements, including any action or proceeding pending in Minnesota in the Hennepin County District or in the Xxxxxx County District Court or any arbitration.
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The rights and obligations of the Creditors under this Agreement may be assigned to or assumed to a transferee of the Debentures (as defined in the April 2007 Purchase Agreement and as defined in the May 2007 Purchase Agreement), as applicable.