Agreement to Subscribe Purchase Price. (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Act and/or Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Act; and
(ii) Buyer hereby subscribes for up to 3,000 shares of Preferred at a value of $1,000.00 per each share of Preferred for an aggregate amount of $3,000,000.00USD which Preferred shall contain such terms, provisions, and conditions pursuant to the Certificate of Designation attached as Exhibit A to and forming an integral part of this Agreement. The Buyer shall pay to the Company $3,000,000.00 for 3,000 shares of Preferred on the date the Preferred is duly executed by the Company and received in escrow by the Buyer's counsel (the "Closing Date").
(iii) The Company shall grant to the Buyer the following Warrants ("Warrants") to purchase up to an aggregate of 150,000 Shares of the Company, with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of Two Dollars and 50/100 ($2.50) per Share expiring three (3) years after the Closing Date and Warrants to purchase up to an aggregate of 200,000 shares of the Company with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of One Dollar and 875/1000 ($1.875) per Share expiring three (3) years after the Closing Date;
(a) On the Closing Date and upon receipt by the Company of the Three Million and No/100 Dollars ($3,000,000) for the 3,000 Shares of Preferred, the Company shall issue to the Buyer a Warrant to purchase up to One Hundred and Fifty Thousand (150,000) Shares at an exercise price of Two Dollars and 50/100 ($2.50) per Share, and, the Company shall issue to the Buyer a Warrant to purchase up to Two Hundred Thousand (200,000) Shares at an exercise price of One Dollar and 875/1000 ($1.875) per Share with the term of each Warrant being for a period of three (3) years from the Closing date; and Each Warrant shall be substantially in the form attached hereto as Exhibit B.
Agreement to Subscribe Purchase Price. (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and
(ii) BUYER hereby subscribes for Four Hundred Thousand Dollars (USD $400,000) U.S. principal amount of Debentures, substantially in the form attached as Exhibit A to and forming an integral part of this Agreement.
(iii) BUYER will receive 8,000 Warrants substantially in the form attached as Exhibit B to and forming an integral part of this Agreement. Each Warrant will entitle BUYER to purchase one treasury Common Share at the price of $5.68. The Warrants will expire two (2) years after the Closing; and
(iv) BUYER shall on or before the Closing execute a copy of the Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form attached as Exhibit "A" to and forming an integral part of this Agreement.
Agreement to Subscribe Purchase Price. 1.1 Each Buyer hereby subscribes for the number of Preferred Shares set forth below on the signature page of this Agreement which Preferred Shares shall be convertible into Conversion Shares of the Company in accordance with the terms set forth in the Certificate of Designations, Rights and Preferences of Preferred Stock attached as Exhibit A to this Agreement (the "Conversion Shares"), at a purchase price of $10,000 per Preferred Share payable in United States Dollars.
1.2 Buyer shall pay the purchase price by delivering same day funds in United States Dollars to the Company upon delivery of the Preferred Shares by the Company to Buyer.
Agreement to Subscribe Purchase Price a) The undersigned hereby subscribes for 5,000,000 shares of MTCI for an aggregate amount of $300,000.00 (US).
Agreement to Subscribe Purchase Price. (i) Buyer hereby subscribes for 625,000 Shares of Series A Preferred Stock in exchange for $2.5 million in cash (the "Purchase Price"). Each share of Series A Preferred Stock shall be convertible into one share of Common Stock in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement.
(ii) The Series A Preferred Stock shall pay a quarterly dividend equal to 4% per annum. The dividend shall be payable by the issuance of additional shares of Common Stock. The number of shares to be issued as a dividend shall be determined based on the average closing bid price for a share of Common Stock as reported by the Nasdaq SmallCap Market for the 20 trading days preceding the record date for the declaration of the dividend.
(iii) Buyer shall pay the aforesaid principal amount as the purchase price for the Shares subscribed for by it by wire transfer of immediately available, federal funds in United States dollars against counter-delivery of the Shares by Seller. The closing of the purchase and sale of the Shares (the "Closing") shall take place on or about April 28, 1997, at 10:00 a.m. at the offices of Seller's counsel, Camhy Xxxxxxxxx & Xxxxx LLP, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.
Agreement to Subscribe Purchase Price a. The undersigned hereby subscribes for ___________ Shares of Common Stock of AIPN for an aggregate amount of $____________ (US).
Agreement to Subscribe Purchase Price a. The undersigned hereby subscribes for $500,000.00 (the "Purchase Price") of Issuers Debentures and Warrants for the purchase of the Common Stock of the Issuer (the "Warrants"), pursuant to a Regulation S offering (the "Offering").
b. Buyer shall pay the Purchase Price by delivering good funds in United States Dollars to the Escrow Agent as set forth in the Escrow Agreement of even date.
Agreement to Subscribe Purchase Price. (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration pursuant to Section 4(2) of the Securities Act.
(ii) Buyer hereby irrevocably subscribes for 1,333,334 Shares at a purchase price of Nine Dollars ($9.00) per share, for an aggregate purchase price of Twelve Million and Six Dollars ($12,000,006) U.S. payable in United States Dollars at Closing as defined in Section 6 hereof.
(iii) Subject to the terms of the Registration Rights Agreement to be dated the date of Closing, Seller will file a "shelf" registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") to register the resale of the Common Shares by Buyer and shall use its best efforts to cause the Registration Statement to become effective as soon as practicable after the Closing.
(iv) Seller and Buyer shall each use their best efforts to complete the transactions contemplated by this Agreement and shall take all steps practicable to satisfy the conditions to Closing, as set forth in this Agreement.
Agreement to Subscribe Purchase Price. (a) Subscription The Buyer hereby agrees to purchase from the Company that number of Shares set forth on the Signature Page of this Agreement. The purchase price per Share shall be $7.00 (the "Per Share Purchase Price").
Agreement to Subscribe Purchase Price. (i) Investor hereby subscribes for the number of Shares as set forth on Schedule A attached hereto at a purchase price per share of $0.50.
(ii) Investor shall pay the purchase price for the Shares subscribed for by it by delivering same-day funds in United States dollars against counter-delivery of certificates (the "Certificates") representing the Shares by the Company, each in accordance with the terms of the Escrow Agreement of even date herewith and substantially in the form attached as Exhibit A to this Agreement. The closing of the purchase and sale of the Shares (the "Closing") shall take place promptly following the deposit into escrow of the Shares subscribed for and the purchase price therefor and the satisfaction of all of the conditions set forth in Section 5 hereof. The Parties anticipate that the date of the Closing (the "Closing Date") shall be June 30, 1997.
