Purchase and Sale of the Notes Sample Clauses

Purchase and Sale of the Notes. Subject to the terms and conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, convertible promissory notes, in the form attached hereto as Exhibit A (each, a “Note” and together, the “Notes”), in an amount up to the principal amount set forth on the signature page hereto executed by such Investor and common stock purchase warrants, in the form attached hereto as Exhibit B (each, a “Warrant” and together, the “Warrants”). Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the “Tranches”) consisting of (x) an initial tranche (the “Initial Tranche”) of (i) an aggregate Principal Amount of Notes of up to Two Million and zero/100 Dollars ($2,000,000.00) and including an original issue discount of up to an aggregate of Three Hundred Thousand and zero/100 Dollars ($300,000.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche, (y) a second tranche (the “Second Tranche”) of (i) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, and (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, the aggregate Principal Amounts of all the Notes, shall be referred to together as, the “Aggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate F...

Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, EPO agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from EPO (a) the principal amount of the 2015 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 99.591% of the principal amount thereof, plus accrued interest, if any, from the Delivery Date and (b) the principal amount of the 2043 Notes set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to 98.595% of the principal amount thereof, plus accrued interest, if any, from the Delivery Date. EPO shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. EPO understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.

Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, Spectra Capital agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of Notes from Spectra Capital set forth opposite that Underwriter’s name in Schedule I hereto at a price equal to % of the principal amount of the Notes, plus accrued interest, if any, from the Delivery Date. Spectra Capital shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

Purchase and Sale of the Notes. 2.2.1.1. On the Closing Date and from time to time thereafter as provided herein and subject to satisfaction of the conditions set forth in Sections 3.1 and 3.2, the Company agrees to issue and sell, and each Note Purchaser agrees to purchase, for an amount equal to the original principal amount thereof and in accordance with the percentages set forth on Schedule 2.2, Notes in an aggregate original principal amount of up to $4,200,000 (or such greater amount as the Note Purchasers may agree in their sole discretion). The purchase price of the Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Closing Date and each subsequent date of issuance of Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree, to the purchase and sale of additional Notes in excess of such amount. 2.2.1.2. The Notes to be issued on the Closing Date shall be in an aggregate original principal amount of $200,000. The proceeds of the Notes issued on the Closing Date shall be used to pay the third party expenses set forth on Schedule 2.2.1 and to pay the Company’s transaction expenses. 2.2.1.3. From time to time following the Closing Date and through the fourth anniversary of the Closing Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers, through the fifth anniversary of the Closing Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the conditions set forth in Section 3.3, the Note Purchasers shall acquire, additional Notes in an aggregate original principal amount of up to $4,000,000 (excluding any PIK Interest) (or such greater amount as the Note Purchasers may agree in their sole discretion). The proceeds of the Notes issued following the Closing Date shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for the payment of Monetization Expenses). The Company may not request additional Notes to be acquired more than one time in any calendar month, and any such requests shall be in a minimum amount of $100,000.

Purchase and Sale of the Notes. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Note Issuer hereby agrees to sell to each Purchaser, and by its acceptance hereof, each such Purchaser agrees to purchase from the Note Issuer for investment, at the Closing, the principal amount of Notes set forth opposite the name of such Purchaser on Schedule I hereto.

Purchase and Sale of the Notes. 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 at 100% of face value 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. (a) The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.875% of the principal amount thereof plus accrued interest, if any, from June 13, 2025 to the Closing Date. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Notes on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter. (c) Payment for and delivery of the Notes will be made at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP, Two Manhattan West, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on June 13, 2025, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (d) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day immediately prior to the Closing Date. (e) The Company acknowledges and agrees that the Representatives and each other Underwriter are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offer...

Purchase and Sale of the Notes. THE WARRANTS AND SERIES A PREFERRED. At the Closing (as defined in SECTION 1C below) the Company shall issue to each of the Purchasers and, subject to the terms and conditions set forth herein, each of the Purchasers shall severally and independently (and not jointly) purchase from the Company, (i) Notes in the aggregate principal amount set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, (ii) Warrants initially exercisable to acquire the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, and (iii) the number of shares of Series A Preferred set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS, in each case, at a purchase price equal to the price set forth opposite such Purchaser's name on the attached SCHEDULE OF PURCHASERS.

Purchase and Sale of the Notes. 1 2.1. The Notes 1 2.2. Other Purchasers 2 2.3. The Closing 2 2.4. Use of Proceeds 2 2.5. Purchase for Investment 3