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Initial Purchase of Common Stock Sample Clauses

Initial Purchase of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase 3,510,527 Purchase Shares at an aggregate purchase price of $1,999,999.89 (such purchase the “Initial Purchase” and such Purchase Shares, the “Initial Purchase Shares”).
Initial Purchase of Common StockSubject to the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), at any time within 30 days of the Commencement Date, the Company shall have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of the Initial Purchase Notice, and the Investor thereupon shall have the obligation, to buy the Initial Purchase Amount of Initial Purchase Shares as specified by the Company therein at the Initial Purchase Price (such purchase, the “Initial Purchase”); provided, however, that (i) the Company may not deliver to the Investor more than one (1) Initial Purchase Notice pursuant to this Agreement, (ii) the Company may not deliver the Initial Purchase Notice for an Initial Purchase Amount in excess of 325,000 Initial Purchase Shares (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction after the date of this Agreement), and (iv) the Investor’s total committed obligation under the Initial Purchase shall not exceed Two Million Seven Hundred Eighty Eight Thousand Five Hundred Dollars ($2,788,500). If the Company delivers the Initial Purchase Notice for an Initial Purchase Amount in excess of the limitations contained in this Section 2(a), such Initial Purchase Notice shall be void ab initio to the extent of the amount by which the number of Initial Purchase Shares set forth in such Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Initial Purchase Shares in respect of such Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice.
Initial Purchase of Common Stock. Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained in this Agreement, the Company agrees to sell to P&U and P&U agrees to purchase from the Company, at the Initial Closing (as defined below), for a per share price of $1.8256 and aggregate consideration of two million dollars ($2,000,000), 1,095,506 shares of Common Stock.
Initial Purchase of Common Stock. On the date hereof the Investor shall purchase 367,647 Purchase Shares at a purchase price of $1.36 per share (such purchase the “Initial Purchase” and such Purchase Shares, the “Initial Purchase Shares”).
Initial Purchase of Common Stock. On the First Closing Date, the Company shall use the Members' First Capital Contributions to purchase shares of Common Stock as set forth in the Purchase Agreement.
Initial Purchase of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Company shall sell, and the Investor shall purchase, a number of Purchase Shares equal to Three Million Dollars ($3,000,000) divided by the Purchase Price, calculated as of the effective date of the Registration Statement (such purchase, the “Initial Purchase” and such Purchase Shares, the “Initial Purchase Shares”).
Initial Purchase of Common StockSubject to the satisfaction (or waiver) of the conditions set forth in Sections 7 and 8 below, the Company shall issue and sell to the Buyers and the Buyers shall purchase from the Company an aggregate of not less than $5 million and not more than $10 million of Common Stock (the "Initial Purchase Price") in the respective amounts as are set forth opposite each Buyer's name on the Schedule of Buyers at an initial closing (the "Initial Closing"). The per share purchase price (the "Purchase Price") of the Common Stock shall be $3.00. On the Initial Closing Date (as defined below) the Company shall deliver to each Buyer a stock certificate representing the number of shares which such Buyer is then purchasing (as indicated opposite such Buyer's name on the Schedule of Buyers), duly executed on behalf of the Company and registered in the name of such Buyer or its designee (the "Stock Certificates").
Initial Purchase of Common Stock. Upon the execution of this Agreement, the Company shall sell to the Investor and the Investor shall purchase from the Company $1,000,000 worth of Purchase Shares (such purchase the "Initial Purchase" and such Purchase Shares are referred to herein as "Initial Purchase Shares”) and warrants in the form of Exhibit F attached hereto to purchase shares of Common Stock equivalent to 40% of the Initial Purchase Shares (the "Warrants" and the shares of Common Stock underlying such Warrants, the "Warrant Shares"), at a purchase price per share of the Initial Purchase Shares equal to the Signing Market Price. The Warrants shall have a term of five (5) years and an exercise price equal to the Signing Market Price per Warrant Share. Upon receipt of such Initial Purchase Shares and Warrants, the Investor shall pay to the Company as the purchase price for such Initial Purchase Shares and Warrants, the sum of $1,000,000 via wire transfer.

Related to Initial Purchase of Common Stock

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 120,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $247,200.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Issuance of Common Stock (a) When the Restricted Stock Units vest as described above, such Restricted Stock Units shall no longer be subject to forfeiture. Subject to the terms of this Agreement, Icagen shall issue or cause to be issued to the Grantee one share of Common Stock for each whole vested Restricted Unit on, or as soon as practicable after, each vesting date set forth above (but in any event by the thirtieth (30th) day following each such vesting date), subject to the satisfaction of the Grantee’s tax withholding obligations as described below. No fractional shares shall be issued under this Agreement and any fractional Units shall be handled as provided in Paragraph 3 hereof. (b) All obligations of Icagen and rights of Grantee under this Agreement shall be subject to the rights of Icagen as set forth in the Plan to withhold amounts required to be withheld for applicable taxes. The Grantee may elect with a 30 day advance notice to Icagen to satisfy any tax withholding obligation of Icagen with respect to the Restricted Stock Units by either by a cash payment to Icagen or having shares of Common Stock withheld by Icagen up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, and local tax liabilities (“Applicable Withholding Taxes”), subject to the terms of Section 9(e) of the Plan. If no election has been made, Icagen will withhold shares to satisfy withholding obligations, and Grantee hereby authorizes Icagen to distribute the shares of Common Stock with respect to the Restricted Stock Units net of the number of whole shares of Common Stock the aggregate market value of which is equal to the minimum Applicable Withholding Taxes. The Grantee further agrees that any additional amounts required for payment of the Applicable Withholding Taxes may be withheld by Icagen from any other payments due to Grantee, including through the Grantee’s paycheck. (c) The obligation of Icagen to deliver shares hereunder shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of shares of Common Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof. (d) The Grantee agrees to be bound by Icagen’s policies regarding transfer of shares of Common Stock and understands that there may be certain times during the year in which the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothocating or encumbering shares.

  • 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).

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Issuance of Common Shares (a) Upon each vesting of the Restricted Stock Award without forfeiture, the Company shall cause a certificate or certificates to be issued to the Employee for the number of Common Shares under the Restricted Stock Award. Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission shall bear substantially the following legend: (b) The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed. In no event shall the Company be required to issue fractional shares to the Employee or his or her successor.