Agreement to Purchase and Sell Securities Sample Clauses
The "Agreement to Purchase and Sell Securities" clause establishes the mutual commitment between parties for the transfer of ownership of specific securities. It outlines the terms under which one party agrees to sell and the other agrees to buy designated securities, often specifying details such as the type, quantity, and price of the securities involved. This clause serves to formalize the transaction, ensuring both parties are legally bound to fulfill their respective obligations, thereby reducing uncertainty and providing a clear framework for the exchange.
Agreement to Purchase and Sell Securities. Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the Closing (as defined below), that number of Units set forth opposite the appropriate Purchaser’s name on Exhibit A attached hereto. The purchase price of each Unit (the “Per Unit Price”) shall be $1,000.
Agreement to Purchase and Sell Securities. On the terms and subject to the conditions contained in this Agreement, each Purchaser severally agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at Closing (as defined below), that number of Securities set forth on Exhibit A attached hereto. The purchase price of each share shall be $____.
Agreement to Purchase and Sell Securities. On the terms and subject to the conditions contained in this Agreement, Purchaser agrees to purchase, and the Company agrees to sell and issue to Purchaser, at Closing (as defined below), that number of Securities set forth on the signature page attached hereto. The purchase price of each share shall be $1.90.
Agreement to Purchase and Sell Securities. (i) Subject to the terms and conditions of this Agreement, each Purchaser, severally and not jointly, agrees to purchase, and the Company agrees to sell to each Purchaser, at the Closing (as defined below), that number of Units (including the Firm Units and Excess Units, each as defined below) set forth opposite such Purchaser’s name on Schedule A attached hereto. The purchase price of each Unit shall be $2.50 (the “Per Unit Price”), except in the case of each Unit purchased by a director or officer of the Company which shall be $2.99 (the “Insider Per Unit Price”) and each shall be payable as hereafter set forth.
(ii) Notwithstanding anything to the contrary in this Agreement, on the Closing Date, no more than 6,302,318 Units representing 6,302,318 shares of Common Stock (the “Firm Shares”) and associated Warrants (the “Firm Warrants”, and together with the Firm Shares, the “Firm Units”) shall be issued to the Purchasers prior to the Company obtaining shareholder approval to issue to the Purchasers the shares of Common Stock in excess of the Firm Units in accordance with the requirements of NASDAQ Rule 4350(i) and Section 5(d) hereto (the “Shareholder Approval”). Prior to obtaining the Shareholder Approval, the Units to be purchased by the Purchasers (including the Warrants thereto) representing Purchased Shares in excess of the Firm Units (the “Excess Units”) shall not be issued to the Purchasers and instead the proceeds in respect of such Excess Units (the “Excess Funds”) shall be deposited into escrow, in accordance with the terms of an escrow agreement, substantially in the form of Exhibit D hereto (the “Escrow Agreement”). The Excess Funds shall accrue interest from and including the day following the Closing Date to and excluding the date of release in accordance with the terms of the Escrow Agreement at a rate of 7.0% per annum (computed on the basis of a 365-day year). If the Company obtains the Shareholder Approval prior to the Shareholder Approval Date (as defined below), the Excess Funds shall be released to the Company in accordance with the Escrow Agreement, and the Excess Units shall be issued to each of the Purchasers in the amounts set forth on Schedule A hereto, along with such Purchaser’s pro rata share of accrued interest on the Excess Funds to such date, which shall be payable in cash. If the Company does not obtain the Shareholder Approval prior to the Shareholder Approval Date (as defined below), the Excess Funds shall be returned to...
Agreement to Purchase and Sell Securities. (a) Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers the respective number of Shares set forth on the signature page hereof. The purchase price of each Share shall be $0.10.
Agreement to Purchase and Sell Securities. Subject to the terms and conditions of this Agreement, each Purchaser, severally and not jointly, agrees to purchase, and the Company agrees to sell to the Purchasers, at the Closing (as defined below), the number of Shares of Common Stock set forth on Schedule A. The purchase price of each Share shall be $3.57 and shall be payable as hereafter set forth.
Agreement to Purchase and Sell Securities. Subject to the terms and conditions of this Agreement, each Purchaser severally and not jointly agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the Closing (as defined below), that number of Purchased Shares set forth opposite such Purchaser's name on Exhibit A attached hereto. The purchase price of each Purchased Share (the "Per Share Price") shall be $1.68.
Agreement to Purchase and Sell Securities. Subject to the terms and conditions of this Agreement, the Purchaser agrees (severally and not jointly) to purchase, and the Company agrees to sell to the Purchaser, at the Closing (as defined below), that number of Shares set forth opposite the Purchaser’s name on Schedule A. The aggregate purchase price of the Shares is $5,000,000 (the “Purchase Price”) and shall be payable by the Purchaser as set forth on Schedule A. Each Share will be convertible, at any time at the election of the relevant Purchaser, into that number of shares of the Company’s common stock, par value $0.001 (the “Common Stock”) equal to $5.00 divided by the Conversion Price (as defined below). Subject to Section 7(q) and any other adjustments called for under the Certificate of Designation, the “Conversion Price” of the Shares shall be 85% of the Reference Price (as defined below). Notwithstanding the preceding, the Shares will not be convertible until such time as the shares of Common Stock underlying the Shares (the “Underlying Shares”) are listed on the NYSE Amex.
Agreement to Purchase and Sell Securities. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Investor and each Investor hereby agrees to acquire from the Company, the number of shares of Series B Preferred Stock specified opposite each Investor's name on Exhibit A hereto (collectively, the "Purchased Shares") at a price per share in cash equal to the Per Share Purchase Price (as defined below), for an aggregate cash consideration equal to such number of shares of Series B Preferred Stock, multiplied by the Per Share Purchase Price. As used in this Agreement, the "Per Share Purchase Price" shall be equal to twenty dollars ($20.00). Exhibit A shall be revised with respect to each Closing to reflect the identity of the Investors and the number of shares purchased by each Investor at each Closing. Each Investor participating in a Closing under this agreement shall be an "Investor" within the meaning of this Agreement, and the shares of Series B Preferred Stock purchased by such Investors shall be "Purchased Shares" within the meaning of this Agreement.
Agreement to Purchase and Sell Securities. Subject to the terms and conditions of this Agreement, each Purchaser, severally and not jointly, agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the Closing (as defined below), the number of Initial Shares, Initial Company Warrants and Contingent Company Warrants identified on the signature pages hereto. The purchase price of each Initial Share, Initial Company Warrant and Contingent Company Warrant shall be $3.00.