Authorization of the Preferred Shares and Warrants Sample Clauses

Authorization of the Preferred Shares and Warrants. The Company has authorized the sale and issuance to the Investor of: (a) 1,500,000 shares (the "Preferred Shares") of its Series A Convertible Preferred Stock having the rights, restrictions, privileges and preferences set forth in the Company's Amended Articles of Incorporation in the form attached hereto as Exhibit A (as amended, the "Articles"); and (b) the Warrants to purchase 6,500,000 shares of the Company's common stock at such exercise prices and through such expiration periods as set forth in the form of each Warrant attached hereto as Exhibit B.
Sample 1
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Authorization of the Preferred Shares and Warrants. The Company has -------------------------------------------------- authorized the sale and issuance to the Investor of: (a) 1,500,000 shares (the "Preferred Shares") of its Series A Convertible Preferred Stock having the ----------------- rights, restrictions, privileges and preferences set forth in the Company's Amended Articles of Incorporation in the form attached hereto as Exhibit A (as --------- amended, the "Articles"); and (b) the Warrants to purchase 6,500,000 shares of -------- the Company's common stock at such exercise prices and through such expiration periods as set forth in the form of each Warrant attached hereto as Exhibit B. ---------
Sample 1

Related to Authorization of the Preferred Shares and Warrants

  • 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 of the Placement Shares The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.

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

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

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

  • 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 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 of the Founder Shares The Founder Shares are duly authorized, validly issued, fully paid and non-assessable.

  • 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 Warrant 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 created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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