Agreement to Sell and Purchase the Securities Sample Clauses
Agreement to Sell and Purchase the Securities. At the Closing, the Company will issue and sell to the Purchaser and the Purchaser will buy from the Company the Securities upon the terms and conditions hereinafter set forth. Subject to and in reliance upon all of the representations, warranties, covenants, terms and conditions of this Agreement, any such closing hereunder shall take place at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, Massachusetts, 02210 xx 00:00 x.m., lxxxx xxxx, xx xxx xxxxx xxx xxxxx xxxxx, xx xx xxxx other location, date and time as many be agreed upon between the Purchaser and the Company.
Agreement to Sell and Purchase the Securities. Upon the terms and subject to the conditions hereinafter set forth, at the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, the aggregate amount of Securities set forth on the Investor’s signature page hereto at the purchase price set forth on such signature page.
Agreement to Sell and Purchase the Securities. At the Closing (as defined in Section 3), the Company will issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the Securities (at the purchase price) shown below:
Agreement to Sell and Purchase the Securities. 2.1 At the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Securities set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page.
2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Securities to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”
Agreement to Sell and Purchase the Securities. 2.1 At the Closing (as defined in Section 4.1), the Company will sell to each Investor, and each Investor will severally purchase from the Company, upon the terms and conditions set forth herein, the number of Shares and Warrants set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page on which such Investor’s name appears.
2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares and Warrants to them substantially concurrent with the Closing, provided that (a) the aggregate purchase price payable in respect of all such Shares and Warrants shall not exceed $1,000,000, and (b) such Other Investors will not receive the registration rights, preemptive rights, board designation rights or expense reimbursement set forth herein.
2.3 The Company confirms that neither it nor any other Person acting on its behalf has provided the Investors or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or in the Company’s Form 8-K to be filed with the Commission in connection with the Offering.
Agreement to Sell and Purchase the Securities. At the Closing, the Company will sell to the Purchaser, and the Purchaser will acquire from the Company, for a purchase price of $9,500,000 (the "Price"), the Shares and the Warrants.
Agreement to Sell and Purchase the Securities. Subject to the terms and conditions set forth in this Agreement, in exchange for (i) Investor’s irrevocable and unconditional waiver of its right to receive (a) the Annual Dividends (as defined in the Certificate of Designations) accrued through, but excluding, June 30, 2023, that would have been payable to such Investor pursuant to Section 4(c) of the Certificate of Designations on June 30, 2023 (the “2023 Dividends”), (b) the Annual Dividends accrued from June 30, 2023 through, but excluding, June 30, 2024, that would have been payable to such Investor pursuant to Section 4(c) of the Certificate of Designations on June 30, 2024 (the “2024 Dividends”) and (c) all amounts accrued and accumulated on the 2023 Dividends and 2024 Dividends from and including their respective Dividend Payment Dates (as defined in the Certificate of Designations) pursuant to Section 4(c) of the Certificate of Designations (the amounts in clauses (a) – (c), the “Deferred Dividends,” and such waiver, the “Dividend Waiver”), and (ii) Investor’s entry into an Amended and Restated Stockholders Agreement, in the form attached hereto as Annex A (the “A&R Stockholders Agreement”), the Issuer hereby agrees to issue to Investor, and Investor hereby grants the Dividend Waiver and agrees to subscribe for and purchase, 4,419,098 Preferred Shares (as defined below) (the “Acquired Shares” and such subscription and issuance, the “Subscription”).
Agreement to Sell and Purchase the Securities. 2.1 At the Closing (as defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Securities set forth in Paragraph III of this Agreement to which these Terms and Conditions are attached at the purchase price set forth thereon.
2.2 The Company may enter into the same form of Securities Purchase Agreement, including these Terms and Conditions, with certain other investors (the “Other Investors”) and expects to complete sales of the Securities to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”) The Company may accept executed Agreements from Investors for the purchase of the Securities commencing upon the date on which the Company provides the Investors with the proposed purchase price and concluding upon the date (the “Subscription Date”) on which the Company has (i) executed Agreements with Investors for the purchase of Securities in the aggregate amount of at least $3,000,000, and (ii) notified Emerging Growth Equities, Ltd., in its capacity as placement agent for the Offering (the “Placement Agent”), in writing that it is no longer accepting additional Agreements from Investors for the purchase of the Securities. The Company may not enter into any Agreements after the Subscription Date.
Agreement to Sell and Purchase the Securities. At each Closing (as defined below), the Company will sell to each Purchaser participating in such Closing, and each such Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the Securities being purchased by such Purchaser. The number of shares of Common Stock to be purchased by each Purchaser, and the number of Warrant Shares to be purchasable under each Purchaser's Warrant, shall be determined on the basis of the total amount payable by such Purchaser (the "Purchase Price") as set forth on such Purchaser's Purchaser Signature Page, based on an aggregate purchase price of $1.00 for each share of Common Stock and Warrant to purchase one share of Common Stock.
Agreement to Sell and Purchase the Securities. Subject to the terms and conditions of this Purchase Agreement, that certain registration rights agreement (the "Registration Rights Agreement") to be entered into by and between the Company and Purchaser, as provided in Exhibit B hereto, and the Placement Agreement, the Company agrees to sell and Purchaser agrees to buy 10,000 shares (the "Initial Shares") of Series A Preferred Stock having an aggregate liquidation amount of $ 1 0,000,000 for a purchase price of $ 1,000 per share, or $10,000,000 in the aggregate (the "Purchase Price"). The terms of the Series A Preferred Stock will be as set forth on Exhibit C hereto. Purchaser shall pay the Purchase Price on the Closing Date in New York Clearing House Funds, to the account of the Company. The Company represents to Purchaser that, prior to the Closing, the Company will be executing substantially identical purchase agreements with respect to shares of Common Stock and Series A Preferred Stock (except for the name and address of the Purchaser and the number of shares of Series A Preferred Stock and Common Stock purchased) with certain other investors (the "Other Purchasers") for an aggregate purchase price of at least $20,000,000. Purchaser and Other Purchasers are hereinafter sometimes referred to as the "Purchasers," and this Purchase Agreement and such other Purchase Agreements are hereinafter sometimes referred to as the "Purchase Agreements."