Issuance of Notes and Warrants. In reliance upon the representations, warranties and covenants of the parties set forth herein, the Company agrees to issue, sell and deliver to the Purchasers, and the Purchasers agree to purchase from the Company, the Notes and Warrants. The purchase price for the Notes and Warrants shall be payable in immediately available funds.
Issuance of Notes and Warrants. At the Closing (as defined below), the Company agrees to issue and sell to each Investor, and, subject to all of the terms and conditions hereof, each Investor agrees to purchase a promissory note in the form of Exhibit A hereto (each, a “Note,” and collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto. In consideration for the purchase by each Investor of its Note, the Company will issue to each Investor a warrant in the form attached hereto as Exhibit B (each, a “Warrant,” and collectively the “Warrants”) to acquire shares of the Company’s Common Stock. Each Investor shall be entitled to receive a Warrant for a number of shares of the Company’s Common Stock determined by dividing 25% of the original principal amount of such Investor’s Note by the Exercise Price (as defined in the Warrant).
Issuance of Notes and Warrants. The Company agrees to issue and sell to each of the Investors and. subject to all of the terms and conditions hereof. each of the Investors severally agrees to purchase (i) a convertible promissory note in the form of Exhibit A hereto (each a "Note" and collectively the "Notes'') in the principal amount set forth opposite the respective Investor's name on Schedule I hereto and (ii) a warrant to purchase capital stock of the Company in the form of Exhibit B hereto (each a "Warrant" and collectively, the "Warrants") for the purchase price set forth opposite the respective Investor's name on Schedule I hereto. After consideration of all relevant factors; the Company and the Investors agree that the value of the Warrants is equal to $0.001 times the principal amount of the Note. The obligations of the Investors to purchase Notes are several and not joint and the obligations of the Investors to purchase Warrants are several and not joint.
Issuance of Notes and Warrants. At the Closing (as defined below), the Company agrees to issue and sell to each of the Investors, and, subject to all of the terms and conditions hereof, each of the Investors severally agrees to purchase a convertible promissory note in the form of Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on the signature page hereto. The obligations of the Investors to purchase Notes are several and not joint.
Issuance of Notes and Warrants. Each Purchaser shall have received from the Company duly executed Notes and Warrants as required by this Agreement.
Issuance of Notes and Warrants. The Notes and Warrants upon issuance:
Issuance of Notes and Warrants. 2.1 Authorization and Issuance of the Notes and Warrants. Upon the following terms and conditions, the Company has duly authorized the issuance and sale to Purchasers of (a) up to $1,000,000 in aggregate principal amount of Notes, and each Purchaser shall purchase from the Company, and (b) Warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock, at an exercise price of $1.30 per share. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("Regulation D") as promulgated by the Commission under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act.
Issuance of Notes and Warrants. The issuance, sale and delivery of the Notes and Warrants in accordance with this Agreement, and the issuance and delivery of the Warrant Shares underlying the Warrants have been duly authorized by all necessary corporate action on the part of the Company, and all such shares have been duly reserved for issuance. The Warrant Shares when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement and the Warrants, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable.
Issuance of Notes and Warrants. At the Closing (as defined below), the Company agrees to issue and sell to each Investor, and, subject to all of the terms and conditions hereof, each Investor agrees to purchase a convertible promissory note in the form of Exhibit A hereto (each, a “Note,” and collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I hereto. In consideration for the purchase by each Investor of its Note, the Company will issue to each Investor a warrant in the form attached hereto as Exhibit B (each, a “Warrant,” and collectively the “Warrants”) to purchase securities in the Company’s next financing. After consideration of all relevant factors, the Company and the Investors agree that the value of each Warrant is equal to 0.0001 times the principal amount of the Note.
Issuance of Notes and Warrants. The Co-Borrowers shall have issued the Notes as required by Section 2.1 and SMEI shall have issued the Warrant Certificates as required by Section 2.8.
