Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue, and the Subscriber agree to acquire the Exchange Warrants in exchange for the Surrendered Shares.
(b) The Company and Subscriber shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at any location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue, and the Purchasers agree to acquire the Shares in exchange for the securities set forth on the signature page. Each Investor will receive shares of Series F Preferred Stock as set forth on the Signature Page.
(b) On the Closing Date, the Company shall deliver to each Purchaser a certificate representing the number of Shares of Series F Convertible Preferred Stock.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. 1 1.1 Closing, Closing Time, Date and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell and the Purchaser agrees to purchase the Shares and Warrants for an aggregate purchase price of Three Million Dollars ($3,000,000.00) (“Subscription Amount”). The aggregate number of Shares of Common Stock (the “Shares”) to be issued and sold shall be determined by dividing the Subscription Amount by the “Per Share Purchase Price” (as defined in Exhibit A below). Concurrently with the issuance of the Shares, the Purchaser will be issued Warrants to purchase five hundred thousand (500,000) Shares of Common Stock, exercisable at a price per Share equal to Three Dollars and Fifty Cents ($3.50) per Share of Common Stock and with a six (6) year term, which Warrants shall be in substantially the same form annexed hereto as Exhibit B.
(b) On the Closing Date, the Company shall deliver to the Purchaser a certificate representing the number of Shares of Common Stock and an agreement representing the Warrants purchased by Purchaser hereunder (the “Warrant Agreement”).
(c) The Company and Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of by remote exchange of electronic documentation as the parties shall mutually agree upon by the Parties.
Closing; Exchange. The Purchase Price to be paid by Purchaser to Seller for the purchase of the Stock at the Closing (the "Closing Purchase Price") shall be paid as set forth in Sections 3.1, 3.2 and 3.3.
3.1 Cash Consideration. $402,397.00 shall be paid in immediately available funds by wire transfer to Cole Xxxxxx Xxxk, ABA No. 071000000, Xxedit Account No. 0653-15383, Attn: Ms. Xxxxx Xxxxxxx, (847) 000-0000, xx by certified or bank check made payable to Seller.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each of the Purchasers, severally and not jointly, agrees to purchase the Shares and the Warrants as an immediately separated unit for an aggregate purchase price of $2,500,000 (“Share Purchase Price”) at a price (for each Share and Warrant collectively) equal to the Per Share Purchase Price. Prior to the Closing, each Purchaser shall deliver to the Escrow Agent such Purchaser’s cash Subscription Amount as set forth on the signature page hereto executed by such Purchaser by a wire transfer of immediately available funds.
(b) Separately on the Closing Date, the applicable Purchasers shall surrender to the Company for exchange pursuant to Section 3(a)(9) of the Securities Act such Purchaser’s Surrendered Securities (in type and amounts described on Schedule 2.1), which Surrendered Securities will be exchanged by Purchasers for Shares as in the amounts set forth on Schedule 2.1.
(c) On the Closing Date, the Company shall deliver to each Purchaser a certificate representing the number of Shares and Warrants purchased by each such Purchaser at the Closing together, as applicable, with a separate certificate representing the number of Shares to be issued to Purchasers pursuant to the surrender and exchange of the Surrendered Securities as provided for Section 2.1(b).
(d) The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before July 21, 2017 (such outside date, “Termination Date”). If the Closing is not held on or before the Termination Date: (i) all subscription documents executed by the Company or a Purchaser shall be returned to the Company or such Purchaser, as applicable, and (ii) each Subscription Amount shall be returned, without interest or deduction to the Purchaser who delivered such Subscription Amount.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase the Shares and Warrants for an aggregate purchase price of $200,000 (“Subscription Amount”). Each Investor will receive two (2) shares of Series D Preferred Stock for each $10.00 of Purchase Price. Each Investor will be issued Warrants to purchase common stock with an aggregate purchase price equal to fifty percent (50%) of such Purchaser’s Purchase Price at a price per share equal to $0.30, subject to change as set forth therein.
(b) On the Closing Date, the Company shall deliver to each Purchaser a certificate representing the number of Shares of Series D Convertible Preferred Stock and a certificate representing the Warrant purchased by Purchaser.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase 5,000 Shares, at the Convertible Preferred Stock Purchase Price, for an aggregate purchase price of $25,000 (“Share Purchase Price” or “Subscription Amount”). The Share Purchase Price shall by paid by wire transfer of immediately available funds to the following account: Bank: Xxxxx Fargo Bank, NA ABA Routing: 000000000 Address: 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 F/B/O: NuAxess 2, Inc. Account#: 7972726280 Address: 000 Xxxxxxxxx Xxxxxx, Toms River, NJ 08753
(b) On the Closing Date, the Company shall deliver to the Purchaser a certificate representing the 5,000 Shares of Series H Convertible Preferred Stock purchased by Purchaser.
(c) The Company and Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaseragrees to purchase the Shares for an aggregate purchase price of $500,000 (“Share Purchase Price” or “Subscription Amount”).
(b) On the Closing Date, the Company shall deliver to the Purchaser a certificate representing the number of Shares of Series A Convertible Preferred Stock purchased by Purchaser.
(c) The Company and Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase the number of Shares as set forth on the Signature Page for an aggregate purchase price also set forth thereon (“Subscription Amount”). Each Purchaser will receive one (1) share of Series B Preferred Stock for each $1,000 of Purchase Price.
(b) On the Closing Date, the Company shall deliver to each Purchaser a certificate representing the number of Shares of Series B Convertible Preferred Stock.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Dxxxxxxxx Wxxxxx LLP or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
