Issuance and Purchase of Common Stock. (a) At the Initial Closing, based upon the representations, warranties, covenants and agreements of the parties set forth in this Agreement, the Company shall issue and sell to each Investor identified on EXHIBIT A-1 attached hereto, and each such Investor shall purchase from the Company, that number of Shares set forth opposite such Investor’s name on EXHIBIT A-1 attached hereto. At the Initial Closing, the Company shall deliver to each such Investor a copy of the Instruction Letter against payment of the purchase price set forth opposite such Investor’s name on EXHIBIT A-1.
Issuance and Purchase of Common Stock. (a) Subject to the terms and conditions of this Agreement, the Company agrees to (i) issue and sell to the Purchaser (or to another member of the First Reserve Group designated by the Purchaser), in such proportion as the Purchaser shall designate prior to the Closing Date, and the Purchaser (or such other member of the First Reserve Group) agrees to subscribe for and purchase from the Company, Four Million Five Hundred Thousand (4,500,000) shares of Common Stock of the Company at a purchase price of $16.00 per share (the number of shares of Common Stock so delivered being referred to herein as the "Shares").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase, severally and not jointly, from the Company, each such Purchaser acquiring the number of shares specified opposite the name of such Purchaser on APPENDIX A, an aggregate of Two Hundred Eighty Eight Thousand (288,000) shares (the "SHARES") of the Company's common stock, par value $.01 per share, for a purchase price of $9.50 per share (the "PURCHASE PRICE").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, Issuer will issue and sell to Investor and Investor will purchase from Issuer for an aggregate purchase price of $9,000,000 (the "Purchase Price"), 500,000 shares of Common Stock (the "Shares").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase from the Company, Three Million Two Hundred Fifty Thousand (3,250,000) shares (the "SHARES") of the Company's common stock, par value $.001 per share, together with warrants to purchase One Million Six Hundred Twenty-Five Thousand (1,625,000) shares of Common Stock in the form attached hereto as Exhibit A (the "WARRANTS") for an aggregate purchase price of Sixteen Million Two Hundred Fifty and No/100 Dollars ($16,250,000) (the "PURCHASE PRICE").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase from the Company up to an aggregate of 15,000,000 shares of the Company’s Common Stock (the “Shares”), par value $.0001 per share, for a purchase price of $0.75 per share (the “Purchase Price”). In addition to the Shares purchased by the Purchasers hereunder, in exchange for the Purchase Price the Purchasers shall receive warrants to purchase three shares of Common Stock for every four Shares purchased in the Offering (the “Warrants”). Such Warrants shall consist of two series; Series 2007 - Redeemable, in the form attached hereto as Exhibit B, and Series 2007 Non-Redeemable, in the form attached hereto as Exhibit C. For every four Shares purchased the Purchaser shall receive Series 2007 - Redeemable warrants to purchase two shares of Common Stock and Series 2007 - Non-Redeemable warrants to purchase one share of Common Stock. The Purchasers acknowledge that the minimum subscription is $50,000. The Company (in its sole discretion) can accept subscriptions of a lesser amount. Each Purchaser agrees to deliver funds for such Purchaser’s aggregate subscription wire transfer to the following non-interest bearing escrow account: Colorado Business Bank 000 00xx Xxxxxx Xxxxxx, Xxxxxxxx 00000 ABA Routing Number: 000000000 Account Name: Xxxxx, Figa & Will, P.C. Escrow Account Account Number: 0000000 The forwarded funds will be held in the escrow account without interest or deduction. Upon signing below, the Purchaser should deliver the counterpart signature page to this Agreement, together with a completed Investor Suitability Questionnaire in the form attached as Schedule 4.5 hereto, to: Xxxxx, Figa & Will, P.C., Attention: Xxxxx X. Xxxxx, Esq., 6400 X. Xxxxxxx’x Green Circle, Suite 1000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 E-mail: xxxxxx@xxx-xxx.xxx. Each Purchaser fully understands that the Purchaser’s subscription will not be returned, except in the event that the Company either fails to meet the Minimum Offering (as defined in the Term Sheet) or rejects the subscription, which it may do in its sole discretion.
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company (i) at the Closing (defined below), Five Million (5,000,000) shares (the “Shares”) of the Company’s Common Stock for a per share purchase price of $0.20 or an aggregate purchase price of One Million Dollars ($1,000,000) (the “Purchase Price”).
Issuance and Purchase of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing, the reorganized Company will issue, sell and deliver to the Investor, and the Investor will purchase from the reorganized Company, a number of Class B Common Shares, free and clear of all Liens, other than Liens created by the Investor, and representing 79.9% of the total equity capital of the Company, on a Fully Diluted Basis, for an aggregate purchase price of one hundred million dollars ($100,000,000) (the Investment Price ). Prior to the Closing, the Investor and the Company will set the number of Class B Common Shares and Class A Common Shares to be issued provided that the Class B Common Shares issued to the Investor shall represent 79.9% of the total equity capital of the Company on a Fully Diluted Basis.
Issuance and Purchase of Common Stock. At the Closing, based upon the representations, warranties, covenants and agreements of the parties set forth in this Agreement, the Company shall issue and sell to the Investors, and the Investors shall purchase from the Company, an aggregate of 9,349,777 shares of the Common Stock to be allocated among the Investors as provided in Exhibit A attached hereto. At the Closing, the Company will issue and deliver to each of the Investors a stock certificate registered in the name of the Investor representing the number of shares of the Common Stock, against payment of the Initial Purchase Price therefore, listed next to each such Investors name on Exhibit A hereto. The shares of Common Stock issued to the Investors will, in the aggregate, equal fifty-one percent (51%) of the outstanding capital stock of the Company on the Closing Date, on a fully-diluted basis, after giving effect to the conversion or exercise of all convertible instruments and securities.
Issuance and Purchase of Common Stock. (a) Subject to the terms and conditions of this Agreement, Seller will issue and sell to the Purchaser, and Purchaser will subscribe for and purchase from Seller, 17,226,387 shares of Common Stock at an aggregate purchase price of $15,000,000, payable in three (3) installments of $5,000,000 each, as provided in this Section 2. The sale of the shares of Common Stock is and will be made pursuant to Regulation S promulgated under the Securities Act. In accordance with Article VIII hereof, as promptly as practicable after the Closing, Seller agrees to register such shares of Common Stock pursuant to a registration statement on Form S-3. In the event Seller is not eligible to use Form S-3, Seller may register the shares of Common Stock either on Form S-1 or S-2.
