Authorization and Issuance of the Common Stock and Warrants Sample Clauses

Authorization and Issuance of the Common Stock and Warrants. The Company has duly authorized an offering of its securities (the "Offering") of up to 31,405,304 shares of Common Stock and Warrants to purchase up to 6,281,062 shares of Common Stock exercisable at $.16 per share (the "Warrants"), to be substantially in the form of the Warrant attached hereto as Exhibit A for a purchase price of $4,000,000 if the maximum amount is sold. This Agreement is entered into for the purpose of the Purchasers subscribing in the Offering through the Closing Date in an aggregate amount of $2,000,000 for 15,702,652 shares of common stock and Warrants to purchase an additional 3,140,531 shares at $.16 per share, and thereafter the Offering will be made to other subscribers for up to an additional 45 calendar days for any remaining unsubscribed portion of the aggregate $4,000,000 in gross proceeds under the Offering. In no event will the aggregate gross proceeds from this Offering exceed $4,000,000 or continue beyond such 45 day period, unless the consent of Roaring Fork is obtained. The Investment Amount for each Purchaser is indicated on such Purchaser's signature page to this Agreement.
Sample 1
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Authorization and Issuance of the Common Stock and Warrants. The Company has duly authorized an offering of its securities (the “Offering”) of up to 3,191,490 shares of Common Stock and Warrants to purchase up to 1,595,745 shares of Common Stock (the “Warrants”), to be substantially in the form of the Warrant attached hereto as Exhibit A. The Warrants are exercisable immediately and until the four year anniversary of the Closing Date, with an exercise price equal to the closing sales price of the Common Stock on the Closing Date. This Agreement is entered into for the purpose of the Purchasers subscribing in the Offering through the Closing Date in an aggregate amount up to $7,500,000. The Investment Amount for each Purchaser is indicated on such Purchaser’s signature page to this Agreement. The Company reserves the right to reject any subscription for any reason, in its discretion. Officers and directors of the Company may participate in the Offering, on the same terms as other subscribers
Sample 1
Authorization and Issuance of the Common Stock and Warrants. The Company has duly authorized an offering of its securities (the "Offering") of up to 31,405,304 shares of Common Stock and Warrants to purchase up to 6,281,062 shares of Common Stock exercisable at $.16 per share (the "Warrants"), to be substantially in the form of the Warrant attached hereto as Exhibit A for a purchase price of $4,000,000 if the maximum amount is sold. This Agreement was originally entered into on June 16, 2006, for the purpose of Roaring Fork subscribing in the Offering through the Roaring Fork Closing Date in an aggregate amount of $2,000,000 for 15,702,652 shares of common stock and Warrants to purchase an additional 3,140,531 shares at $.16 per share. Subject to the terms and conditions of this Agreement, Charter ADS Media, L.P. ("Charter"), will purchase for $2,000,000 the remaining unsubscribed portion of the offering (comprising 15,702,652 shares of common stock and Warrants to purchase an additional 3,140,531 shares at $.16 per share). It is expressly understood and agreed that Charter's investment made pursuant to this Section 2.1 shall not give rise to any "Right of First Offer" granted to Roaring Fork or any other Purchaser in Section 6.3 of the Agreement. In no event will the aggregate gross proceeds from this Offering exceed $4,000,000 or continue beyond the Final Investment Date, unless the consent of the Purchasers is obtained.
Sample 1

Related to Authorization and Issuance of the Common Stock and Warrants

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Authorization and Issuance of Additional Units (a) The Company shall undertake all actions, including, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, have been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Private Placement Warrants The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Authorization of the Private Placement Shares The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.

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