Purchase and Sale of Additional Notes Clause Samples
Purchase and Sale of Additional Notes. Following the Initial Closing, and subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b) and in Sections 6 and 7, the Company may agree to issue and sell to the Buyer, and the Buyer may agree to purchase from the Company, an Additional Note in the original principal amount set forth opposite the Buyer’s name in column (3) on the Schedule of Buyers with respect to such Additional Closing (each, an “Additional Closing” and collectively, the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to herein as the “Closings” and each, a “Closing.” Each Additional Note shall be issued with an original issue discount of 8.34%, as shall be reflected in each Additional Note and on the Schedule of Buyers with respect to each Additional Closing. In the event that the Company and the Buyer mutually agree to effect an Additional Closing, then the Company and the Buyer shall jointly prepare a written notice with respect to such Additional Closing (each, an “Additional Closing Notice” and the date thereof, an “Additional Closing Notice Date”), which shall be executed by each of the Company and the Buyer, and shall set forth: (A) the original principal amount of the Additional Note to be purchased by the Buyer at such Additional Closing; and (B) the anticipated Additional Closing Date of such Additional Closing, provided, however, that each Additional Closing Date must be on or before July 29, 2026 (the “Additional Closing Expiration Date”). For the avoidance of doubt, the Parties shall not effect any Additional Closings under this Agreement after the Additional Closing Expiration Date.
Purchase and Sale of Additional Notes. Subject to the satisfaction (or, where legally permissible, the waiver) of the conditions set forth in Sections 3.2(b) and 4.2 below, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company on the Additional Closing Date (as defined below), an Additional Note in the aggregate original principal amount as set forth in column (5) on Schedule I hereto (the “Additional Closing”).
Purchase and Sale of Additional Notes. At any time and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notes. Subject to the terms and conditions of this Agreement, each Additional Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, an Additional Note, dated as of the date of the applicable Subsequent Closing Date, in the aggregate original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B. Schedule B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional Notes.
Purchase and Sale of Additional Notes. 2.2.1 In the event the Company provides written notice to Lender within 45 days following any Milestone Date set forth in Exhibit 2.2 that all 4 of the milestones associated with the Milestone Date were attained by the Company as of the Milestone Date and that the Company has determined in the exercise of its discretion that it is in its best interests to sell an Additional Note to the Lender (and such sale is not otherwise prohibited by this Agreement) (each, an “Additional Closing”), the Lender shall purchase from the Company within thirty (30) days after the Company provides such written notice an Additional Note with the Purchase Price and Face Amount as listed on Exhibit 2.2 opposite such Milestone Date.
2.2.2 The Lender shall have no obligation to purchase an Additional Note at any Additional Closing with respect to which the Company has failed to meet or exceed the milestones related thereto as set forth on Exhibit 2.2 or failed to provide the notice specified in Section 2.2.1 in a timely fashion. Furthermore, in no event shall the subsequent attainment by the Company of milestones associated with any subsequent Milestone Date give rise to any obligation of Lender to purchase an Additional Note associated with a prior Milestone Date.
2.2.3 Provided that all other requirements for consummation of a subsequent Additional Closing have been fulfilled, the Company may require the Lender to consummate the subsequent Additional Closing notwithstanding the fact that the one or more of the milestones associated with a prior Milestone Date and prior Additional Closing were not met by the Company.
2.2.4 The purchase price payable by the Lender to the Company for the Additional Notes, as well as the face amount of such Additional Notes, related to each potential Additional Closing are set forth opposite to such Lender’s name on Exhibit 2.2.
2.2.5 The liability of the Lender for breach of this Section 2.2 shall be limited to those penalties set forth in writing in the Notes and the Warrants.
Purchase and Sale of Additional Notes. At any time and from time to time, one or more Additional Purchasers may purchase at one or more Subsequent Closings, Additional Notes, the aggregate purchase price of which, together with the aggregate purchase price of the Initial Closing Notes, shall not exceed $5,000,000. Schedule II attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional Notes. The aggregate purchase price for the Notes shall not exceed $5,000,000.
Purchase and Sale of Additional Notes. Subject to the terms and conditions herein set forth, the Company, at its sole option and upon twenty Business Days' written notice to the Purchaser (the "ADDITIONAL NOTES REQUEST"), may require Purchaser to purchase and will issue to the Purchaser, and the Purchaser agrees that it will acquire from the Company, at the Second Time of Purchase one or more Additional Notes for the aggregate purchase price equal to the principal amount specified in such Additional Notes Request (the "ADDITIONAL PURCHASE PRICE"), which in no event shall be greater than $10,000,000; PROVIDED, HOWEVER, that such Additional Notes Request must be given by the Company to the Purchaser on or prior to November 14, 1997. The Additional Purchase Price will be paid in cash, by wire transfer of immediately available funds to an account previously designated by the Company in a notice delivered to the Purchaser one day prior to the Second Closing Date.
Purchase and Sale of Additional Notes. Between the Initial Closing Date and the third anniversary of the closing date under the Loan Agreement, the Investor will have the option, in its sole discretion, to purchase additional Notes (the “Additional Notes”) in an amount not less than $5,000,000 for each such purchase of Additional Notes, with such purchase to be on the same terms and conditions specified in this Agreement with respect to the purchase of the Initial Note; provided, that the Investor may not purchase more than an aggregate of $20,000,000 of Additional Notes pursuant to this Agreement, provided further that, at no time shall the sum of (i) the principal amount of the Initial Note and (ii) the principal amount of the Additional Notes exceed $30,000,000; provided further, however, that if the Required Lenders specified in the Loan Agreement agree to exercise their option pursuant to Sections 2.1(b) and
Purchase and Sale of Additional Notes. If the Company shall ------------------------------------- have delivered a Put Notice pursuant to Section 1.04(a) above, then, subject to the terms and conditions set forth herein, on the Subsequent Closing Date the Company shall issue, sell and deliver to WCAS CP III, and WCAS CP III shall purchase from the Company, the Additional Notes to which such Put Notice relates for an aggregate purchase price equal to the principal amount of such Additional Notes. On the Subsequent Closing Date therefor, the Company shall issue such Additional Notes in definitive form, registered in the name of WCAS CP III.
Purchase and Sale of Additional Notes. (a) The purchase and sale of the Notes contemplated by this Section 1(a) (the “Second Closing”) will take place remotely via the exchange of documents and signatures on the date of this Agreement. Subject to the terms and conditions of this Agreement and the Purchase Agreement, at the Second Closing, the Lead Purchaser and the other Second Closing Purchasers will each advance to the Company an amount equal to the “Principal Amount of Note” set forth opposite such Second Closing Purchaser’s name under the caption “Second Closing” on Schedule I to this Agreement, and the Company will sell and issue to each Second Closing Purchaser a Note in the original principal amount corresponding to such Second Closing Purchaser’s “Principal Amount of Note” under the caption “Second Closing.”
(b) The parties hereto agree and affirm that, for all purposes, the Second Closing shall be an Additional Closing (as such term is used in the Purchase Agreement), the Notes issued at such Second Closing shall be Additional Notes (as such term is used in the Purchase Agreement), and the signature page hereto executed by a Second Closing Purchaser shall serve as a counterpart signature page to the Purchase Agreement within the meaning of Section 1.1(b) of the Purchase Agreement to the extent the existing counterpart signature page to the Purchase Agreement is not deemed to be sufficient.
Purchase and Sale of Additional Notes. Between the Closing Date and September 30, 2007, the Investor will have the option, in its sole discretion, to purchase an additional $5,000,000 of Notes (the “Additional Notes”) on the same terms and conditions specified in this Agreement with respect to the Initial Note; provided, however, that the foregoing issuance of Subsequent Notes may be extended until December 31, 2007 if the issuance of such Additional Notes would cause the Company to violate the debt-to-equity ratios set forth in that certain loan and credit facility with Bank of America entered into on February 27, 2007 (as the same may be amended, modified or supplemented from time to time, the “Bank of America Loan Agreement”). The Additional Notes will be issued to the Investor in the original principal amount of $5,000,000, at a purchase price equal to 100% of the principal amount thereof. The Additional Notes will be secured pursuant to the Security Agreement.