Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Titan Pharmaceuticals Inc), Securities Purchase Agreement (Cytori Therapeutics, Inc.), Securities Purchase Agreement (Cytori Therapeutics, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Iveda Solutions, Inc.), Securities Purchase Agreement (Tengion Inc), Securities Purchase Agreement (Raptor Pharmaceutical Corp)
Buy-In. If by the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three third (33rd) Business Days of Trading Day after receipt of all documents necessary for the removal of the legend legends set forth above in Section 4.1(b) (pursuant to Section 4.1(c)) (or the fourth (4th) Trading Day if any part of the necessary documentation is delivered after 5:00 p.m. New York City time) (such date, the “Deadline Date”), the Company has failed to issue to a Purchaser an unlegended certificate, then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Day periodthe Deadline Date, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after the Company receives such Purchaser’s written request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any, that are reasonably documented in Purchaser’s written request) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common StockStock purchased in the Buy-In, times (b) the Closing Bid Price of a share of Common Stock on the Deadline Date.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Hipcricket, Inc.), Securities Purchase Agreement (American Standard Energy Corp.), Securities Purchase Agreement (Augme Technologies, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates a certificate not bearing the legend set forth in Section 4.1(b) within three (3) Business Trading Days of after receipt by the Company and the Transfer Agent of all documents necessary for the removal of the legend as set forth above in Section 4.1(c) (the “Deadline Date”) (such certificate, the “Unlegended Certificate”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the holder of shares of Common Stock to be represented by the Unlegended Certificate that such Purchaser anticipated receiving from the Company without any restrictive legend as a result of such Purchaser’s full compliance with Section 4.1(c) (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price closing price of the Common Stock on the Deadline DateDate as reported by the Principal Trading Market. The Purchaser of shares of Common Stock shall provide the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Torchlight Energy Resources Inc), Securities Purchase Agreement (Torchlight Energy Resources Inc), Securities Purchase Agreement (Ignyta, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price closing bid price on the Deadline Date.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Versant Ventures II LLC), Securities Purchase Agreement (Helicos Biosciences Corp), Securities Purchase Agreement (Helicos Biosciences Corp)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 3 contracts
Samples: Securities Purchase Agreement (TearLab Corp), Securities Purchase Agreement (Derma Sciences, Inc.), Securities Purchase Agreement (Trius Therapeutics Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock, times multiplied by (bB) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the Company with written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Transgenomic Inc), Securities Purchase Agreement (Transgenomic Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times multiplied by (b) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Transgenomic Inc), Securities Purchase Agreement (Insite Vision Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates book entry confirmations within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate book entry confirmation (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates book entry confirmation representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock, times multiplied by (bB) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the Company with written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 2 contracts
Samples: Share Purchase Agreement (Capricor Therapeutics, Inc.), Share Purchase Agreement (Capricor Therapeutics, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser Purdue unlegended certificates within three (3) Business Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such PurchaserPurdue, if on or after the Business Day immediately following such three (3) Business Day period, such Purchaser Purdue or Purdue’s broker, acting on behalf of Purdue, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser Purdue anticipated receiving from the Company without any restrictive legend (a “Buy-In”)legend, then the Company shall, within three (3) Business Days after such PurchaserPurdue’s request and in such PurchaserPurdue’s sole discretion, either (i) pay cash to the Purchaser Purdue in an amount equal to such PurchaserPurdue’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser Purdue a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser Purdue in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price closing bid price on the Deadline Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (BTHC VII Inc), Securities Purchase Agreement (Castle Brands Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates the holder of the Shares within three (3) Business Trading Days after the occurrence of receipt any of all documents necessary for (c)(i) through (c)(iii) above, a certificate without such legend to the removal of the legend set forth above (the “Deadline Date”), then, in addition holder or to all other remedies available issue such Shares to such Purchaserholder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Date the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder Purchaser of shares of Common Stock that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such the Purchaser’s request and in such the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (shall terminate and to issue such shares of Common Stock) shall terminatebe cancelled, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common StockStock that the Company was required to deliver to the Purchaser on the Delivery Date, times (b) the Closing Bid Price closing bid price of the Common Stock on the Deadline Datedate of exercise.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Jones Soda Co), Securities Purchase Agreement (Sonic Innovations Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for by the removal of the legend set forth above (the “Deadline Legend Removal Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price per share on the Deadline Legend Removal Date. Notwithstanding the foregoing, the Company shall have no obligation to pay cash pursuant to this Section 4.1(e) to the extent prohibited by applicable law, regulation or order of the Federal Reserve, the FDIC, the NCCOB, or any other applicable federal or state banking authorities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (RMB Capital Management, LLC), Stock Purchase Agreement (Bank of the Carolinas CORP)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser an Investor unlegended certificates within three (3) Business Days of trading days after receipt of all documents necessary for the removal of the legend set forth in Section 4(c) above (the “Deadline Date”), then, in addition to all other remedies available to such PurchaserInvestor, if on or after the Business Day trading day immediately following such three (3) Business Day trading day period, such Purchaser purchases Investor is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser Investor anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Days trading days after such PurchaserInvestor’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the Purchaser such Investor in an amount equal to such PurchaserInvestor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Investor equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser Investor a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (ax) such number of shares of Common Stock, times multiplied by (by) the Closing Bid Price closing bid price on the NYSE on the Deadline Date. An Investor shall provide the Company written notice indicating the amounts payable to such Investor in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Magnum Hunter Resources Corp)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for by the removal of the legend set forth above (the “Deadline Legend Removal Date”), then, in addition to all other remedies available to such the Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Day periodthe Legend Removal Date, such the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock Securities (or a broker or trading counterparty through which the Purchaser has agreed to sell Securities makes such purchase) to deliver in satisfaction of a sale by the holder of shares of Common Stock Securities that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such the Purchaser’s request and in such the Purchaser’s sole discretiondiscretion but subject to receipt of any required approvals of Governmental Entities and to the receipt of approval from the Treasury if the TARP Preferred Stock is then outstanding or if approval of the Treasury is otherwise required, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock Securities so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common StockSecurities) shall terminate, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such shares of Common Stock Securities and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common StockSecurities, times (b) the Closing Bid Price closing bid price of such security on the Deadline Legend Removal Date.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Average Daily Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hoku Scientific Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times multiplied by (b) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Stereotaxis, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates shares of Common Stock within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) Stock shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gemphire Therapeutics Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date. The holder of shares of Common Stock shall provide the Company written notice indicating the amounts payable to the holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Athersys, Inc / New)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates an un-legended Certificate within three (3) Business two Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business two Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate book-entry statement (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates book-entry statements representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times multiplied by (b) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no ------ reason to issue to a Purchaser unlegended certificates the holder of the Shares within three (3) Business Trading Days after the occurrence of receipt any of all documents necessary for (c)(i) through (c)(iii) above a certificate without such legend to the removal of the legend set forth above (the “Deadline Date”), then, in addition holder or to all other remedies available issue such Shares to such Purchaserholder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Date the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder Purchaser of shares of Common Stock that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “"Buy-In”"), then the Company shall, within three (3) Business Trading Days after such the Purchaser’s 's request and in such the Purchaser’s 's sole discretion, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (shall terminate and to issue such shares of Common Stock) shall terminatebe cancelled, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common StockStock that the Company was required to deliver to the Purchaser on the Delivery Date, times multiplied by (b) the Closing Bid Price closing bid price of the Common Stock on the Deadline Datedate of the event giving rise to the Company's obligation to deliver such certificate, as the case may be.
Appears in 1 contract
Samples: Securities Purchase Agreement (DigitalFX International Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for by the removal of the legend set forth above (the “Deadline Legend Removal Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock (or a broker or trading counterparty through which the Purchaser has agreed to sell shares makes such purchase) to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price Price”) over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price per share on the Deadline Legend Removal Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bankwell Financial Group, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for the removal of the legend set forth above (the “"Deadline Date”"), then, in addition to all other remedies available to such Purchaser, if on or after the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “"Buy-In”"), then the Company shall, within three (3) Business Days after such Purchaser’s 's request and in such Purchaser’s 's sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s 's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “"Buy-In Price”"), at which point the Company’s 's obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Miv Therapeutics Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Anthera Pharmaceuticals Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue via DTC to a Purchaser unlegended certificates any Holder Conversion Shares that are free from all restrictive and other legends within three four (34) Business Trading Days of following receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”)above, then, in addition to all other remedies available to such PurchaserHolder, if on or after the Business Trading Day immediately following such three four (34) Business Day periodTrading Days, such Purchaser the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of the holder of shares of Common Stock Conversion Shares that such Purchaser Holder anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three four (34) Business Trading Days after such Purchaserthe Holder’s request and in such Purchaserthe Holder’s sole discretion, either (iA) pay in cash to the Purchaser in an Holder the amount equal to such Purchaserby which (x) the Holder’s total purchase price (including any brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stocky) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a1) such the aggregate number of shares of Common Stock, times Stock that such Holder was entitled to receive from the conversion at issue multiplied by (b2) the Closing Bid Price on actual sale price at which the Deadline Datesell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the Shares equal to the number of Shares issuable upon conversion of the Shares submitted for conversion or deliver to the such Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under this Section 4.1. The Holder shall provide the Company written notice, within three (3) Trading Days after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of such Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vigil Neuroscience, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (aA) such number of shares of Common Stock, times (bB) the Closing Bid Sales Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Celator Pharmaceuticals Inc)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-Buy- In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ardea Biosciences, Inc./De)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-Buy- In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of of
(a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a the Purchaser unlegended certificates within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such the Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such the Purchaser’s request and in such the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended un-legended certificates or book-entry statements within three (3) Business Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate or book-entry statement (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates or book-entry statements representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times multiplied by (b) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pieris Pharmaceuticals, Inc.)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business Trading Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Sales Price on the Deadline Date.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after the Company’s receipt of all documents necessary (i) Securities which are no longer required to bear any restrictive legends and (ii) a request for the removal of the legend set forth above or legends contained therein and any opinions, certificates or declarations contemplated by this Agreement (such third Trading Date, the “Deadline Legend Removal Date”), then, in addition the Company shall fail to all other remedies available deliver or cause to be delivered to such Purchaser, Securities that are free from all restrictive or other legends and if on or after such Legend Removal Date the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock Shares to deliver in satisfaction of a sale by the holder of shares Purchaser of Common Stock Shares that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Days after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such shares number of Common Stock and Shares that would have been issued if the Company timely complied with its obligations hereunder and, within three (3) Trading Days after Purchaser’s request, pay cash to the Purchaser in an amount equal to the excess (if any) of the Purchaser’s total purchase price (including brokerage commissions, if any) for the Common Shares it purchased in the Buy-In Price over the product of (a) such number of shares of Common StockShares that the Company was required to deliver to the Purchaser on the Legend Removal Date, times (b) the Closing Bid Price closing bid price of the Common Shares on the Deadline Legend Removal Date.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates an un-legended Certificate within three (3) Business two Trading Days of after receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such Purchaser, if on or after the Business Trading Day immediately following such three (3) Business two Trading Day period, such Purchaser purchases is required to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such Purchaser’s request and in such Purchaserthe Company’s sole discretion, either (i) pay cash to the such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the shares of Common Stock held by such Purchaser equal to the number of shares of Common Stock so purchased shall be forfeited to the Company and the Company’s obligation to deliver such certificate book-entry statement (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate or certificates book-entry statements representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times multiplied by (b) the Closing Bid Price on the Deadline Date.. Purchaser shall provide the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company..
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a the Purchaser unlegended certificates within three five (35) Business Trading Days of receipt of all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition to all other remedies available to such the Purchaser, if on or after the Business Trading Day immediately following such three five (35) Business Trading Day period, such the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares of Common Stock that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three five (35) Business Trading Days after such the Purchaser’s request and in such the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hanmi Financial Corp)
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates within three (3) Business Trading Days of after the Company’s receipt of all documents necessary for a legended certificate representing such Shares the removal of the legend set forth above (the “Deadline Date”), then, in addition Company shall fail to all other remedies available issue and deliver to such PurchaserPurchaser a certificate representing such Shares that is free from all restrictive and other legends, and if on or after such Trading Day the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder Purchaser of shares of Common Stock that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such the Purchaser’s request and in such the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (shall terminate and to issue such shares of Common Stock) shall terminatebe cancelled, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times (b) the Closing Bid Price closing bid price on the Deadline Datedate of delivery of such legended certificate.
Appears in 1 contract
Buy-In. If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended certificates the holder of the Securities within three (3) Business Trading Days after the occurrence of receipt any of all documents necessary for (c)(i) through (c)(iii) above a certificate without such legend to the removal of the legend set forth above (the “Deadline Date”), then, in addition holder or to all other remedies available issue such Securities to such Purchaserholder by electronic delivery at the applicable balance account at DTC, and if on or after such Trading Date the Business Day immediately following such three (3) Business Day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder Purchaser of shares of Common Stock that such the Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Business Trading Days after such the Purchaser’s request and in such the Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (shall terminate and to issue such shares of Common Stock) shall terminatebe cancelled, or (ii) promptly honor its obligation to deliver to such the Purchaser a certificate or certificates representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common StockStock that the Company was required to deliver to the Purchaser on the Delivery Date, times (b) the Closing Bid Price closing bid price of the Common Stock on the Deadline Datedate of (i) exercise or (ii) the event giving rise to the Company’s obligation to deliver such certificate, as the case may be.
Appears in 1 contract