Common use of Agreement to Sell and Purchase the Shares; Placement Agents Clause in Contracts

Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 At the Closing (as defined in Section 2.1), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth thereon. 1.2 The Company may enter into substantially the same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares and the accompanying Subscription Agreement are collectively referred to as the “Agreement.” The Company may accept or reject any one or more Subscription Agreements in its sole discretion. 1.3 Investor acknowledges that the Company intends to pay Xxxxx Xxxxxxx & Co. (the “Lead Placement Agent”) and Xxxxxxx & Company, LLC and Xxxxxx & Xxxxxxx, LLC (together the “Co-Placement Agents” and, collectively with the Lead Placement Agent, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 The Company has entered into a Placement Agency Agreement (the “Placement Agreement”), dated October 11, 2005 with the Placement Agents that contains certain representations and warranties of the Company. The Company acknowledges and agrees that the Investor may rely on the representations and warranties made by it to the Placement Agents in Section 2 of the Placement Agreement to the same extent as if such representations and warranties had been incorporated in full herein and made directly to the Investor. 1.5 This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Placement Agency Agreement (Vical Inc)

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Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1 At the Closing (as defined in Section 2.13.1), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth thereonon the Signature Page. 1.2 2.2 The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement Other Investors are hereinafter sometimes collectively referred to as the “Agreement.Investors,The Company may accept or reject any one or more and this Agreement and the Subscription Agreements in its sole discretionexecuted by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements. 1.3 2.3 Investor acknowledges that the Company intends has agreed to pay Canaccord Xxxxx Xxxxxxx & Co. Inc. (the Lead Placement AgentCanaccord) ), Xxxxxxxx Inc. and Xxxxxxx & Company, LLC and Xxxxxx & XxxxxxxAvondale Partners, LLC (together the each individually, a Co-Placement Agents” and, collectively with the Lead Placement Agent” and collectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 2.4 The Company has entered into a Placement Agency Agreement Agreement, dated September 17, 2009 (the “Placement Agreement”), dated October 11, 2005 with the Placement Agents that contains certain representations representations, warranties, covenants and warranties agreements of the CompanyCompany that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company acknowledges represents and agrees warrants that the Investor may rely on the representations a true and warranties made by it to the Placement Agents in Section 2 correct copy of the Placement Agreement is attached hereto as Exhibit B. Except with respect to the same extent as if such representations material terms and warranties had been incorporated in full herein and made directly to the Investor. 1.5 This Agreement constitutes a valid and binding obligation conditions of the Company enforceable against transactions contemplated by this Agreement, the Placement Agreement and any other documents or agreements contemplated hereby or thereby, the Company confirms that neither it nor any other person acting on its behalf has provided the Investor or any Other Investor or its respective agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Prospectus Supplement.

Appears in 1 contract

Samples: Subscription Agreement (Headwaters Inc)

Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1. At the Closing (as defined in Section 2.13.1), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth thereonon the Signature Page. 1.2 2.2. The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement other Investors are hereinafter sometimes collectively referred to as the “Agreement.Investors,The Company may accept or reject any one or more and this Agreement and the Subscription Agreements in its sole discretionexecuted by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements. 1.3 2.3. Investor acknowledges that the Company intends has agreed to pay Xxxxx Xxxxxxx & Co. (the “Lead Placement Agent”) Canaccord, Xxxxxxxxx and Xxxxxxx & CompanyRJ, LLC Xxxxxxxxxx Securities, Inc. and Xxxxxx & Xxxxxxx, LLC (together the each individually, a Co-Placement Agents” and, collectively with the Lead Placement Agent” and collectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 2.4. The Company has entered into a Placement Agency Agreement Agreement, dated June 25, 2009 (the “Placement Agreement”), dated October 11, 2005 with the Placement Agents that contains certain representations representations, warranties, covenants and warranties agreements of the CompanyCompany that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company acknowledges represents and agrees warrants that the Investor may rely on the representations a true and warranties made by it to the Placement Agents in Section 2 correct copy of the Placement Agreement is attached hereto as Exhibit B. Except with respect to the same extent as if such representations material terms and warranties had been incorporated in full herein and made directly to the Investor. 1.5 This Agreement constitutes a valid and binding obligation conditions of the Company enforceable against transactions contemplated by this Agreement, the Placement Agreement and any other documents or agreements contemplated hereby or thereby, the Company confirms that neither it nor any other person acting at its request has provided the Investor or any Other Investor or its respective agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Prospectus Supplement.

Appears in 1 contract

Samples: Subscription Agreement (BPZ Resources, Inc.)

Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1 At the Closing (as defined in Section 2.13.1), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the "Signature Page") for the aggregate purchase price therefor set forth thereonon the Signature Page. 1.2 2.2 The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the "Other Investors") and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement Other Investors, if any, are hereinafter sometimes collectively referred to as the “Agreement.” The Company may accept or reject any one or more "Investors," and this Agreement and the Subscription Agreements in its sole discretionexecuted by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements." 1.3 2.3 Investor acknowledges that the Company intends has agreed to pay Xxxxx Xxxxxxx & Co. Global Hunter Securities LLC, Knight Capital Markets LLC, Pali Capital, Inc. and Source Capital Group Inc. (the “Lead Placement Agent”) and Xxxxxxx & Company, LLC and Xxxxxx & Xxxxxxx, LLC (together the “Co-"Placement Agents” and, collectively with the Lead Placement Agent, the “Placement Agents”") a fee (the "Placement Fee") in respect of the sale of Shares to the Investor. 1.4 2.4 The Company has entered into a Placement Agency Agreement Agreement, dated December 1, 2009 (the "Placement Agreement"), dated October 11, 2005 with the Placement Agents that contains certain representations representations, warranties, covenants and warranties agreements of the CompanyCompany that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company acknowledges represents and agrees warrants that the Investor may rely on the representations a true and warranties made by it to the Placement Agents in Section 2 correct copy of the Placement Agreement is attached hereto as Exhibit B. Except with respect to the same extent as if such representations material terms and warranties had been incorporated in full herein and made directly to the Investor. 1.5 This Agreement constitutes a valid and binding obligation conditions of the Company enforceable against transactions contemplated by this Agreement, the Placement Agreement and any other documents or agreements contemplated hereby or thereby, the Company confirms that neither it nor any other person acting on its behalf has provided the Investor or any Other Investor or its respective agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representations in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles effecting transactions in securities of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Company.

Appears in 1 contract

Samples: Subscription Agreement (Houston American Energy Corp)

Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1 At the Closing (as defined in Section 2.13.1), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth thereonon the Signature Page. 1.2 2.2 The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement Other Investors are hereinafter sometimes collectively referred to as the “Agreement.Investors,The Company may accept or reject any one or more and this Agreement and the Subscription Agreements in its sole discretionexecuted by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements. 1.3 2.3 Investor acknowledges that the Company intends has agreed to pay Lazard Capital Markets LLC and Canaccord Xxxxx Xxxxxxx & Co. Inc. (the each individually, a Lead Placement Agent”) and Xxxxxxx & Company, LLC and Xxxxxx & Xxxxxxx, LLC (together the “Co-Placement Agents” and, collectively with the Lead Placement Agentcollectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 2.4 The Company has entered into a Placement Agency Agreement Agreement, dated June _____, 2009 (the “Placement Agreement”), dated October 11, 2005 with the Placement Agents that contains certain representations representations, warranties, covenants and warranties agreements of the CompanyCompany that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company acknowledges and agrees that the Investor may rely on the representations and warranties made by it Except with respect to the Placement Agents in Section 2 material terms and conditions of the transactions contemplated by this Agreement, the Placement Agreement to the same extent as if such representations and warranties had been incorporated in full herein and made directly to the Investor. 1.5 This Agreement constitutes a valid and binding obligation of any other documents or agreements contemplated hereby or thereby, the Company enforceable against confirms that neither it nor any other person acting on its behalf has provided the Company Investor or any Other Investor or its respective agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Prospectus Supplement.

Appears in 1 contract

Samples: Subscription Agreement (Fuelcell Energy Inc)

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Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1 At the Closing (as defined in Section 2.13.1), 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 Shares set forth on the last page of the this Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth thereonon the Signature Page. 1.2 2.2 The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of some or all of the remaining Total Shares to themthem as part of the Offering. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement Other Investors are hereinafter sometimes collectively referred to as the “Agreement.” Investors”. The Company may accept or reject any one or more complete sales of the remaining Total Shares in this Offering to certain of the Other Investors without requiring such Other Investors to enter into a Subscription Agreements Agreement; such sales shall nevertheless be on the same price terms as the price terms for all of the other sales in its sole discretionthe Offering. 1.3 2.3 The Investor acknowledges that the Company intends to pay Xxxxx X.X. Xxxxxxx & Co. (the “Lead Placement Agent”) Sons, Inc. and Xxxxxxx & CompanySecurities, LLC and Xxxxxx & Xxxxxxx, LLC Inc. (together the “Co-Placement Agents” and, collectively with the Lead Placement Agent, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 2.4 The Company has entered into a Placement Agency Agreement (the “Placement Agreement”), dated October 11, 2005 ) with the Placement Agents that contains certain representations representations, warranties, covenants and warranties agreements of the CompanyCompany in Sections 3 and 4 thereof that may be relied upon by the Investor. The Company acknowledges Investors shall be express intended third party beneficiaries of such representations, warranties, covenants and agrees that the Investor may rely on the representations agreements contained in Sections 3 and warranties made by it to 4 of the Placement Agents in Section 2 Agreement. A copy of the Placement Agreement is available to the same extent as if such representations and warranties had been incorporated in full herein and made directly to the InvestorInvestor upon request. 1.5 This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Subscription Agreement

Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1 At the Closing (as defined in Section 2.13.1), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth thereonon the Signature Page. 1.2 2.2 The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement Other Investors, if any, are hereinafter sometimes collectively referred to as the “Agreement.Investors,The Company may accept or reject any one or more and this Agreement and the Subscription Agreements in its sole discretionexecuted by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements. 1.3 2.3 Investor acknowledges that the Company intends has agreed to pay Canaccord Xxxxx Xxxxxxx & Co. Inc. (the Lead Placement AgentCanaccord”) and Xxxxxxx & Company, LLC and Xxxxxx & XxxxxxxFIG Partners, LLC (together the each individually, a Co-Placement Agents” and, collectively with the Lead Placement Agent” and collectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 2.4 The Company has entered into a Placement Agency Agreement Agreement, dated October 29, 2009 (the “Placement Agreement”), dated October 11, 2005 with the Placement Agents that contains certain representations representations, warranties, covenants and warranties agreements of the CompanyCompany that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company acknowledges represents and agrees warrants that the Investor may rely on the representations a true and warranties made by it to the Placement Agents in Section 2 correct copy of the Placement Agreement is attached hereto as Exhibit B. Except with respect to the same extent as if such representations material terms and warranties had been incorporated in full herein and made directly to the Investor. 1.5 This Agreement constitutes a valid and binding obligation conditions of the Company enforceable against transactions contemplated by this Agreement, the Placement Agreement and any other documents or agreements contemplated hereby or thereby, the Company confirms that neither it nor any other person acting on its behalf has provided the Investor or any Other Investor or its respective agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representations in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles effecting transactions in securities of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Company.

Appears in 1 contract

Samples: Subscription Agreement (Northern Oil & Gas, Inc.)

Agreement to Sell and Purchase the Shares; Placement Agents. 1.1 2.1 At the Closing (as defined in Section 2.13.1 of this Annex I), 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 Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the “Investor Questionnaire and Signature Page”) for the aggregate purchase price therefor set forth thereonon the Investor Questionnaire and Signature Page. 1.2 2.2 The Company may proposes to enter into substantially the this same form of the accompanying Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Shares to them. These Terms and Conditions for Purchase of Shares The Investor and the accompanying Subscription Agreement Other Investors are hereinafter sometimes collectively referred to as the “Agreement.Investors,The Company may accept or reject any one or more and this Agreement and the Subscription Agreements in its sole discretionexecuted by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements. 1.3 2.3 The Investor acknowledges that the Company intends to pay Xxxxx Xxxxxxx Wedbush Xxxxxx Securities, Inc. and Ladenburg Xxxxxxxx & Co. Inc. (the “Lead Placement Agent”) and Xxxxxxx & Company, LLC and Xxxxxx & Xxxxxxx, LLC (together the “Co-Placement Agents” and, collectively with the Lead Placement Agentcollectively, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of Shares to the Investor. 1.4 2.4 The Company has entered into a Placement Agency Agreement Agreement, dated July 22, 2009 (the “Placement Agreement”), dated October 11, 2005 with the Placement Agents that contains certain representations representations, warranties, covenants, and warranties agreements of the CompanyCompany that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company acknowledges and agrees that the Investor may rely on the representations and warranties made by it to the Placement Agents in Section 2 A copy of the Placement Agreement to the same extent as if such representations and warranties had has been incorporated in full herein and made directly delivered to the Investor. 1.5 This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Subscription Agreement (Chelsea Therapeutics International, Ltd.)

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