Authorization Purchase and Sale of Shares Sample Clauses

Authorization Purchase and Sale of Shares. Upon the terms and subject to the conditions set ------ forth herein, at the Closing, the Company shall authorize, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,500,000 shares of Common Stock (such shares of Common Stock being herein the "Shares") for a ------ purchase price equal to $9.75 per Share and an aggregate purchase price of $53,625,000 (the "Purchase Price"). --------------
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Authorization Purchase and Sale of Shares. Upon the terms and subject to the conditions set forth herein, at the Closing, the Company shall authorize, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (i) 130,000 shares of Preferred Stock Series A (the "Wasteco A Preferred Shares") representing 77% of the authorized Preferred Stock Series A, (ii) 70,000 shares of Preferred Stock Series C (the "Wasteco C Preferred Shares"), representing 77% of the authorized Preferred Stock Series C and (iii) 11,490,609 shares of Common Stock (the "Wasteco Common Stock"), for an aggregate Purchase Price of $20 million. The Wasteco A Preferred Shares and the Wasteco C Preferred Shares are sometimes hereinafter referred to as the "Wasteco Shares". The aggregate of the purchase price for the Wasteco A Preferred Shares, the Wasteco C Preferred Shares and the Wasteco Common Stock is sometimes hereinafter referred to as the "Purchase Price". Contemporaneously with the issuance of the Wasteco Shares and the Wasteco Common Stock, the Company is also issuing to X.X. Xxxxx (i) 39,000 shares of Preferred Stock Series A (the "Xxxxx A Preferred Shares") representing the remaining 23% of the authorized Preferred Stock Series A, (ii) 21,000 shares of Preferred Stock Series C (the "Xxxxx C Preferred Shares") representing the remaining 23% of the authorized Preferred Stock Series C and (iii) 3,447,182 shares of Common Stock (the "Xxxxx Common Stock") for an aggregate purchase price of $6,000,000. The Xxxxx A Preferred Shares and the Xxxxx C Preferred Shares are sometimes hereinafter referred to as the "Xxxxx Shares". The Company also has outstanding 801,000 shares of Preferred Stock Series B (the "B Preferred Shares"). The Wasteco Shares and the Xxxxx Shares shall have the rights and terms set forth in Exhibit A hereto.
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Authorization Purchase and Sale of Shares. Upon the ------------------------------------------ terms set forth herein, at the Closing, the Company shall authorize, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 10,000 shares of Preferred Stock (the "Shares") for a purchase price of $10,000,000 ------ (the "Purchase Price"). The Company hereby acknowledges receipt of $1,000,000 -------------- received from the Purchaser by the Company prior to the date hereof, which $1,000,000 shall be a credit against the Purchase Price.
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Authorization Purchase and Sale of Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing, the Company shall authorize, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (i) 17,500 shares of Preferred Stock Series D (the "Series D Preferred Stock") representing 100% of the authorized shares of Series D Preferred Stock and (ii) 1,627,980 shares of Common Stock for an aggregate Purchase Price of $1,750,000 ("Purchase Price"). The Purchase Price shall be paid in the form of cash of $554,413 and the cancellation of the Company's promissory notes in the outstanding aggregate principal amount of $1,195,587 (the "Company Notes"). The Series D Preferred Stock shall have the rights and terms set forth in Exhibit B hereto.
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Authorization Purchase and Sale of Shares 
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Related to Authorization Purchase and Sale of Shares

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to 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.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • 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.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. 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 Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

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