AUTHORIZATION OF SALE OF SHARES AND WARRANTS Sample Clauses

AUTHORIZATION OF SALE OF SHARES AND WARRANTS. The Company has authorized the issuance and sale to the Investors of (i) up to an aggregate of 1,709,401 Common Shares (such shares, the "Shares") and (ii) up to an aggregate of 427,350 Warrants.
Sample 1
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AUTHORIZATION OF SALE OF SHARES AND WARRANTS. The Company has authorized the issuance and sale to the Investors of (i) up to an aggregate of up to $50,000,000 of Series 1 Preferred Shares (such shares, the "Shares") for a purchase price of US $3.00 per Share (the "Per Share Purchase Price") and (ii) one Warrant to each Investor.
Sample 1
AUTHORIZATION OF SALE OF SHARES AND WARRANTS. Subject to the terms and conditions of this Agreement, the Company has authorized (i) the sale on the date hereof of (A) 1,000,000 shares of Common Stock (the "Initial Shares") and (B) a warrant to purchase 100,000 shares of Common Stock at an exercise price per share equal to the greater of (1) 105% of the last reported sale price of Common Stock on the New York Stock Exchange (the "NYSE") on the day immediately preceding the date hereof and (2) $1.50 (the "Initial Warrant") and (ii) the sale on the Second Closing Date (as defined below) of (A) 2,640,000 shares of Common Stock (the "Additional Shares" and, together with the Initial Shares, the "Purchased Shares") and (B) a warrant to purchase 250,000 shares of Common Stock at an exercise price equal to the greater of (1) 105% of the last reported sale price of Common Stock on the NYSE on the day immediately preceding the Second Closing Date and (2) $1.50, with both the number of the Additional Shares and the purchase price thereof and the number of shares subject to such warrant and the exercise price thereof subject to adjustment to the same extent as the number of shares of Common Stock issuable upon exercise thereof and the Exercise Price thereunder would be adjusted if the Additional Shares and such warrant were issued on the date hereof (the "Additional Warrant" and, together with the Initial Warrant, the "Warrants"). Each of the Warrants shall be in substantially the form of Exhibit A annexed hereto, and shall be exercisable at any time during the 2-year period from their respective date of issuance. The Initial Shares and the Initial Warrant and the Initial Purchase Price (as defined below) payable in accordance with Section 2 hereof shall be allocated among the Purchasers as set forth on Schedule 1 annexed hereto and, except as may be expressly provided otherwise in a writing executed by Calm Waters Partnership and delivered to the Company prior to or at the Second Closing, the Additional Shares and the Additional Warrant and the Second Purchase Price (as defined below) payable in accordance with Section 2 hereof shall be allocated among, the Purchasers as set forth in Schedule 1 annexed hereto.
Sample 1

Related to AUTHORIZATION OF SALE OF SHARES AND WARRANTS

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Authorization and Sale of Shares The Company has authorized the sale of up to two million five hundred seventy thousand (2,570,000) Shares. The Company reserves the right to increase or decrease this number.

  • 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.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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

  • 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:

  • Delivery and Registration of Shares of Common Stock TCF Financial’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state, or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities law or regulation. TCF Financial shall not be required to deliver any shares upon exercise of the Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.

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