At the Buyer’s Election Sample Clauses

At the Buyer’s Election. For up to two (2) Subsequent Closings, the Buyers may deliver to the Company a written notice (a “Buyer’s Election Notice” and together with the Company’s Election Notice, each a “Subsequently Purchased Securities Notice”) setting forth a principal amount of Subsequently Purchased Notes, in increments of ten million dollars ($10,000,000), that the Buyers desire to purchase, and subject to the Company’s written consent (of which email shall be sufficient) of the occurrence of such Subsequent Closing pursuant to the terms hereof (which for the avoidance of doubt, may be withheld for any reason or no reason at all) (the “Company’s Subsequent Closing Consent”), the Company shall issue and sell, at such Subsequent Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(b), as applicable, and in reliance upon the exemptions afforded by Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D, the Company agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company at such Subsequent Closing, (x) the aggregate principal amount of Subsequently Purchased Notes as is set forth on such Buyer’s Election Notice, provided that the maximum aggregate principal amount of Subsequently Purchased Notes issued pursuant to this Agreement to any Buyer shall not exceed the aggregate principal amounts as is set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers; and (y) a Warrant exercisable for the aggregate Subsequent Warrant Shares equal to fifty percent (50%) of the aggregate principal amount of the Subsequently Purchased Notes issued pursuant to such Buyer’s Election Notice divided by the Nasdaq Minimum Price on the date the applicable Company’s Subsequent Closing Consent is delivered to the Buyers (or, if such date is not a Trading Day, the Nasdaq Minimum Price on the immediately preceding Trading Day) (the “Buyer Elected Subsequently Purchased Warrants” and, together with the Company Elected Subsequently Purchased Warrants, collectively and in the form attached hereto as Exhibit C-2, the “Subsequently Purchased Warrants” and together with the Subsequently Purchased Notes, the “Subsequently Purchased Securities” (such underlying shares of Common Stock issuable pursuant to the Subsequently Purchased Securities, the “Subsequent Underlying Shares”) and, together with the Initial Purchased Securities, the “Purchased Securities”). [Certain portions of this ...
Sample 1
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Related to At the Buyer’s Election

  • Deliveries at the Closing At the Closing:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • At the Closing (a) Seller will deliver to Buyer:

  • At Closing Buyer shall deliver to Seller the following:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • Buyer’s Deliveries At the Closing, Buyer shall deliver the following to Seller:

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