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 signature pages 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 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. 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 each Investor, and each Investor shall purchase from the Company, (a) a convertible promissory note, in the form attached hereto as Exhibit A (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 $890,110 (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 nine million Dollars ($9,000,000) (the “Purchase Price”), and (b) a share purchase warrant, in the form attached hereto as Exhibit B (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. Subject to the terms of this Agreement, Seller agrees to and does hereby issue, sell and deliver the Notes and the Warrants to Purchaser at the Closing (as defined herein), and Purchaser agree to and do hereby purchase and accept the Notes and the Warrants from Seller.
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 (each such amount, the “Principal Amount” of such Note, and all of the Principal Amounts together, the “Aggregate Principal Amount”), and (b) an 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. Subject to the terms and conditions set forth herein at the Closing, the Company shall issue and sell to the Investors, and each Investor, severally and not jointly, shall purchase from the Company, (a) a convertible promissory note, in the form attached hereto as Exhibit A (each, a “Note”), and (b) a Common Stock purchase warrant, in the form attached hereto as Exhibit B (each, a “Warrant”), registered in the name of the each Investor, pursuant to which the such Investor shall have the right to acquire the amount of shares of Common Stock as set forth on such Investor’s signature page hereto . Each Investor shall deliver to the Company, via wire transfer, immediately available funds equal to such Investor's Funding Amount as to the Closing as set forth on the signature page hereto executed by such Investor.
Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to Purchasers, and Purchasers, severally and not jointly, hereby agree to purchase from the Company, the Bridge Notes and the Warrants (allocated amongst the Purchasers as set forth on Exhibit D hereof), at the Closing (as such term is defined in Section 2.1 hereof). The aggregate purchase price for the Bridge Notes and the Warrants sold pursuant to this Agreement (including any additional shares of Common Stock issuable pursuant to Section 8.6) shall be $3,000,000 (the "Purchase Price") (allocated amongst the Purchasers as set forth on Exhibit D hereof). "Operative Documents" as used herein shall mean this Agreement, the Bridge Notes, the Warrants, the Security Agreement and the Certificate of Designations for the Series D Preferred Stock.
