Authorization of Sale of the Shares and Warrants Sample Clauses

Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 13,214,317 shares of common stock, no par value (the “Common Stock”), of the Company, and warrants to purchase up to 4,404,772 shares of Common Stock, in one or more transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder.
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Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized (i) the sale of up to 1,562,500 shares (the “Shares”) of Common Stock and (ii) the issuance of warrants in substantially the form attached hereto as Exhibit A to purchase up to 781,250 shares of Common Stock (the “Warrants”, and together with the Shares, the “Securities”). The securities (including Common Stock and any other securities) issuable upon exercise of the Warrants are referenced herein as the “Warrant Shares”. The Securities will be sold in units (the “Units”), each Unit consisting of (I) one Share and (II) .50
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Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 8,242,796 shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of the Company and 2,060,687 warrants to purchase one share of Common Stock (the "Warrants" and, together with the Shares, the "Securities"). The Company reserves the right to increase or decrease (but not below $35 million in aggregate gross proceeds to the Company at the Closing (as defined below) from the sale of Securities pursuant to the Agreements (defined below) (the "Minimum Raise")) the number of Shares and the number of Warrants sold pursuant to the Agreements in this private placement prior to the Closing Date.
Sample 1
Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of: (i) 6,846,735 shares (the “Shares”) of Common Stock at a purchase price of $3.98 per Share and (ii) warrants to purchase 2,396,357 Shares in the form attached hereto as Exhibit A (the “Warrants”). The Shares and the Warrants, including the shares of Common Stock underlying the Warrants (the “Warrant Shares”) are referred to as the “Securities” in this Agreement. The Company reserves the right to increase or decrease the aggregate number of Shares of Common Stock and Warrants sold in this private placement prior to the Closing Date (as defined in Section 3.1).
Sample 1
Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized (i) the sale of an aggregate of 1,470,000 of its Series A Preferred Stock, par value $0.01 per share (the "Shares"), (ii) the sale of warrants in substantially the same form attached hereto as Exhibit A exercisable for the purchase of up to 2,800,000 shares of the Company's Series A Preferred Stock and/or Series A-1 Preferred Stock (each, a "Warrant"), (iii) the issuance of the Warrant Shares upon exercise of the Warrants (the "Warrant Shares") and (iv) the issuance of such shares of Common Stock to be issued upon conversion of the Shares and the Warrant Shares (the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of the Company, in the form attached hereto as Exhibit B (the "Certificate of Designation").
Sample 1
Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized (i) the sale of up to 23,033,463 shares (the "SHARES") of common stock, par value $0.0001 per share (the "COMMON STOCK"), of the Company, (ii) the issuance of warrants in substantially the form attached hereto as Exhibit A to purchase up to 6,293,799 shares of Common Stock (the "A WARRANTS") and (iii) the issuance of warrants in substantially the form attached hereto as Exhibit B to purchase up to 6,293,799 shares of Common Stock (the "B WARRANTS", and together with the A Warrants, the "WARRANTS", which together with the Shares are the "SECURITIES"). The shares issuable upon exercise of the Warrants are the "WARRANT SHARES".
Sample 1
Authorization of Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 10,000,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company and 3,500,000 warrants to purchase one share of Common Stock (the "Warrants" and, together with the Shares, the "Securities"). The Company reserves the right to increase or decrease the number of Shares and the number of Warrants sold in this private placement prior to the Closing Date.
Sample 1
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Related to Authorization of Sale of the Shares and Warrants

  • Authorization of Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 7,700,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company.

  • Purchase and Sale of the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • 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.

  • 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. B. Purchase and Sale of the Sponsor Warrants. (i) As payment in full for the 5,050,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,050,000 (the ’Purchase Price’), which amounts shall increase to 5,500,000 Sponsor Warrants for a Purchase Price of $5,500,000 if the underwriters’ over-allotment option is exercised, and in such case all references herein to Purchase Price shall instead refer to 5,500,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the ’Trust Account’) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement. (ii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the ’Closing Date’). The closing of the purchase and sale of the Sponsor Warrants shall take place at the offices of Hxxxxx Xxxxxxx Xxxxxxx & Li LLC, 800 Xxxxx Xxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or such other place as may be agreed upon by the parties hereto.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

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

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. 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/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 Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Authorization of the Shares The Shares have been 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 validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

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