Purchase and Sale of the Notes and Warrants Sample Clauses

Purchase and Sale of the Notes and 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 Warrants. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Investor will purchase from the Company, and the Company will issue, sell and deliver to the Investor: 2.1 Tranche A Convertible Notes in an aggregate principal amount of US$22,250,000, with an initial conversion price of US$2.60 per Ordinary Share or US$2.60 per ADS, for a total aggregate purchase price of US$22,250,000, such amount to be paid in full, in cash to the Company at the Closing; 2.2 Tranche B Convertible Notes in an aggregate principal amount of US$13,350,000, with an initial conversion price of US$5.20 per Ordinary Share or US$5.20 per ADS, for a total aggregate purchase price of US13,350,000, such amount to be paid in full, in cash to the Company at the Closing; 2.3 Tranche C Convertible Notes in an aggregate principal amount of US$4,450,000, with an initial conversion price of US$7.80 per Ordinary Share or US$7.80 per ADS, for a total aggregate purchase price of US$4,450,000, such amount to be paid in full, in cash to the Company at the Closing; 2.4 Tranche I Warrants in an aggregate principal amount of US$5,000,000, with an initial exercise price of US$1.50 per Ordinary Share or US$1.50 per ADS; 2.5 Tranche A Warrants in an aggregate principal amount of US$2,750,000, with an initial exercise price of US$2.60 per Ordinary Share or US$2.60 per ADS; 2.6 Tranche B Warrants in an aggregate principal amount of US$1,650,000, with an initial exercise price of US$5.20 per Ordinary Share or US$5.20 per ADS; and 2.7 Tranche C Warrants in an aggregate principal amount of US$550,000, with an initial exercise price of US$7.80 per Ordinary Share or US$7.80 per ADS.

Purchase and Sale of the Notes and Warrants. (a) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, each undersigned Purchaser hereby agrees to purchase from the Company the amount of Shares set forth opposite such Purchaser’s name on Exhibit A attached hereto at a price of $.005 per Share with the multiplied total being the Purchase price (the “Purchase Price”). At the Closing, the Purchase Price shall be paid to the Company, by wire transfer to Company’s bank account. (b) The Company agrees to issue to each Purchaser a warrant in substantially the form attached hereto as Exhibit D (the “▇▇▇▇▇ Warrants”), to purchase up to a number of Common Shares equal to 100% of the number of Common Shares being purchased. (subject to adjustment pursuant to the terms of the ▇▇▇▇▇ Warrants), at a per share exercise price of $0.01 (subject to adjustment pursuant to the terms of the ▇▇▇▇▇ Warrants). The number of ▇▇▇▇▇ Warrants each Purchaser shall be issued at Closing pursuant to this Agreement and the ▇▇▇▇▇ Warrants is set forth such Purchaser’s name on Exhibit A hereto. The ▇▇▇▇▇ Warrants shall be exercisable for such period of time as set forth in the ▇▇▇▇▇ Warrants.

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties made herein, each of the Purchasers hereby severally, and not jointly, agrees to purchase, and the Company hereby agrees to sell and issue to each of the Purchasers, the principal amount of Notes and Warrants to purchase the number of shares of Common Stock set forth on such Purchaser’s signature page attached hereto. Each Purchaser’s aggregate purchase price (the “Purchase Price”) for the Notes and Warrants to be purchased hereunder is set forth on such Purchaser’s signature page attached hereto.

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement, each of the Purchasers hereby severally, and not jointly, agrees to purchase, and the Company hereby agrees to sell and issue to each of the Purchasers, the principal amount of Notes and Warrants to purchase the number of shares of Common Stock set forth on such Purchaser's signature page attached hereto and as indicated herein. Each Purchaser's aggregate purchase price (the "Purchase Price") for the Notes and Warrants to be purchased hereunder is set forth on such Purchaser's signature page attached hereto.

Purchase and Sale of the Notes and Warrants. (a) On the Closing Date, subject to the terms and conditions of this Agreement and the other Transaction Agreements, each undersigned Purchaser hereby agrees to loan to the Company the principal amount set forth opposite such Purchaser’s name on Exhibit A attached hereto (the “Purchase Price”), out of the aggregate amount being loaned by all Purchasers of up to $250,000 (the “Aggregate Purchase Price”). At the Closing, the Purchase Price shall be paid to the Company, in accordance with Section 2.2 hereof. (b) The obligation to repay the loan from each undersigned Purchaser shall be evidenced by the Company’s issuance of a Senior Convertible Promissory Note in the form attached hereto as Exhibit B (each a “Note” and collectively the “Notes”) to such Purchaser in the principal amount equal to such Purchaser’s Purchase Price. Each Note shall be convertible into a number of Common Shares at a per share conversion price of $0.002 (subject to adjustment pursuant to the terms of the Notes). The Note shall be senior to all other Company debt. Reach Messaging, Inc. shall be a co-obligor with respect to the Note. (c) The Company agrees to issue to each Purchaser a warrant in substantially the form attached hereto as Exhibit C (the “A Warrants”), to purchase up to a number of Common Shares equal to 300% of the number of Common Shares issuable upon conversion of such Purchaser’s Note (subject to adjustment pursuant to the terms of the A Warrants), at a per share exercise price of $0.002 (subject to adjustment pursuant to the terms of the A Warrants). The number of A Warrants each Purchaser shall be issued at Closing pursuant to this Agreement and the A Warrants is set forth next to such Purchaser’s name on Exhibit A hereto. The A Warrants shall be exercisable for such period of time as set forth in the A Warrants. (d) The Common Shares issuable upon conversion of the Notes and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively, and sometimes collectively referred to as the “Underlying Shares”. The Notes, the Warrants and the Underlying Shares are sometimes collectively referred to as the “Securities”.

Purchase and Sale of the Notes and Warrants. (a) Subject to the terms and conditions herein set forth, ▇▇▇▇▇▇ agrees that it will issue and sell to CMII, and CMII agrees that it will acquire from ▇▇▇▇▇▇ on the Closing Date, the Notes in the aggregate original principal amount of US$5,000,000 in substantially the form attached hereto as Exhibit A, appropriately completed in conformity herewith, the purchase price for which shall be US$4,500,000; (b) Subject to the terms and conditions herein set forth and in the Warrants, BPG agrees that it will issue and sell to CMII and CMII agrees that it will acquire from BPG on the Closing Date for the purchase price of $500,000 and in consideration for the purchase of the Notes, the Warrants for the purchase of, 405,000 shares of common stock of BPG (subject to adjustment as set forth in the Warrant) at a price of US$0.01 per share (subject to adjustment as set forth in the Warrant) (the "EXERCISE PRICE"). The Warrants are being issued substantially in the form of Exhibit E hereto. The holders of Warrant Shares will be entitled to the benefits of the Registration Rights Agreement; and (c) Each of ▇▇▇▇▇▇, BPG and CMII acknowledges that the purchase prices set forth above for each of the Notes and the Warrants represent their relative fair market values, and agree to be bound by this allocation for all tax purposes pursuant to Treasury Regulation Section 1.1273-2(h).

Purchase and Sale of the Notes and Warrants. 1.1 AUTHORIZATION OF THE NOTES AND WARRANTS. FlashNet will authorize the issuance and sale of FlashNet's 12% Convertible Notes ("Notes"), due July 31, 1999, in the aggregate principal amount of $1,000,000, and the issuance and sale of Warrants ("Warrants") for the purchase of an aggregate of 82,000 shares of FlashNet's Common Stock, without par value ("Common Stock"), at an exercise price of one cent ($.01) per share. The Notes shall, with appropriate insertions, be substantially in the form attached as Exhibit A hereto. The Warrants shall, with appropriate insertions, be substantially in the form attached as Exhibit B hereto.

Purchase and Sale of the Notes and Warrants. Subject to the terms and conditions of this Agreement, the Company hereby issues and sells to the Purchasers and each Purchaser hereby severally purchases from the Company the amount of Notes and Warrants set forth opposite each Purchaser's name on Exhibit A hereto.