Investment by the Investor Sample Clauses

Investment by the Investor. (a) The Investor (i) is personally familiar with the business of the Company as an employee of the Company (ii) has been furnished with or has had access to the information the Investor has requested from the Company, including without limitation, the "Investor Book" in respect of the Company which book includes (1) three years of historical financial information for the Company, (2) a discussion of the "risk factors" associated with the Investor's purchase of the Shares and (3) a confidential memorandum discussing the Company prepared by the Company's investment banker, (iii) has had an opportunity to discuss with management of the Company the intended business and financial affairs of the Company and (iv) has such knowledge and expertise in financial and business matters and with respect to investments in securities to evaluate the merits and risks of an investment in the Company and to make an informed investment decision with respect thereto. The Investor is aware that his or her purchase of the Shares is highly speculative and he or it is able, without impairing his or her financial condition, to hold such Shares for an indefinite period of time and to suffer a complete loss of his or her investment.
Sample 1Sample 2
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Investment by the Investor. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company will issue and sell to the Investor, and the Investor will purchase from the Company, an aggregate of 1,408,450 common shares, par value $0.01 per share, of the Company (the "COMMON STOCK") at a purchase price per share equal to $1.42 (the "CLOSING PRICE"), for an aggregate purchase price of $2,000,000 (the "INVESTMENT AMOUNT"). The Common Stock, together with the Warrants and the Warrant Shares (each as defined below) are collectively referred to as the "SECURITIES".
Sample 1
Investment by the Investor. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), the Company will issue and sell to the Investor, and the Investor will purchase, up to an aggregate of 1,000 shares (the "Securities") of the Class A, Series B Convertible Preferred Stock, par value $2.00 per share, of the Company (the "Series B Stock") having the terms set forth in the Articles of Amendment of the Company, the form of such Articles of Amendment attached hereto as Exhibit A (the "Articles of Amendment"), at a purchase price per share of $1,000, for an aggregate purchase price of $1,000,000 (the "Investment Amount"). For purposes of this Agreement, the "Closing Price" shall be $2.30.
Sample 1

Related to Investment by the Investor

  • Performance by the Investor The Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

  • Deliveries by the Investor At the Closing, each Investor shall deliver to the Company the Aggregate Purchase Price by wire transfer of immediately available funds to an account designated by the Company as set forth on Schedule I hereto, which funds will be delivered to the Company in consideration of the Investor Shares issued at the Closing.

  • Payment by the Company If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within one hundred twenty (120) calendar days following the Due Date, then the Company shall pay the Initial Investor 2% of the purchase price paid by the Initial Investor for the Registrable Securities pursuant to the Subscription Agreement for every thirty day period, or portion thereof, following the one hundred twenty (120) calendar day period until the Registration Statement is declared effective. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is declared effective. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement declared effective within said one hundred twenty (120) calendar day period following the Due Date, will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • REPRESENTATIONS BY THE ISSUER The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”):

  • Assignment by the Depositor or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.

  • Indemnification by the Investor In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

  • Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans..............................................................99

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

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