Issuance and Purchase of Shares. 1.1 The Purchaser undertakes to invest in the Company the amount of One Million and One Hundred Two US Dollars (US$ 1,000,102) (hereinafter, the "Investment Amount") on the Closing Date as defined in Section 2 hereinbelow. All amounts will be deposited in US dollars or their equivalent in NIS to the Company's account no. 377906 at Bank Hapoalim B.M., Hadar Xxxxx Xxxxxx (610).
1.2 In consideration for and subject to the execution of the investment, the Company shall issue on the Closing Date four thousand nine hundred fifty-one (4,951) ordinary shares (hereinafter, the "Shares") to the Purchaser. The Company shall not be obligated to issue any shares whatsoever before the full Investment Amount is received by it. The Shares, when issued, will have been validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances. The above shares will be issued as follows: Finovelec 2,723 shares Factory Systemes 1,238 shares Houston Venture Partners Ltd. 990 shares
1.3 The Investment Amount is part of a total amount of approximately US $ 4,930,000 (hereinafter, the "Total Investment") intended to be raised by the Company from the Purchaser as well as from other investors (hereinafter, the "Other Purchasers") as set forth in Exhibit 1 attached hereto. In consideration for the Total Investment, the Company will issue 24,453 Ordinary Shares, par value 1.- NIS each. After all said shares have been issued, the ownership of the Company will be as set forth in Exhibit 1.
Issuance and Purchase of Shares. The Company shall issue, set over and deliver to the Buyer, free and clear of all liens and outstanding charges of whatever nature ("Liens"), and the Buyer shall purchase from the Company, the Purchased Shares on the Closing Date.
Issuance and Purchase of Shares. Upon the terms and subject to the conditions as set forth in this Agreement, the Company hereby agrees with each Purchaser, and each Purchaser agrees with the Company, separately and independently from the other Purchasers, that in consideration of payment by such Purchaser to the Company of the amount specified opposite to such Purchaser's name in SCHEDULE A hereof (the "PURCHASE PRICE"), the Company shall issue, sell and deliver to such Purchaser, and such Purchaser shall receive and accept from the Company, duly authorized, validly issued, fully-paid and non-assessable Purchased Shares, free and clear of any and all Liens, and in a number equal to such Purchaser's Purchase Price divided by the Transaction Share Price (rounded to the nearest whole number).
Issuance and Purchase of Shares. Subject to the terms and conditions hereof, at the Closings, the Company shall issue and allot to the Investors, and the Investors shall, severally and not jointly, purchase from the Company, up to an aggregate number of approximately 286,486,259 Preferred B Stock (the “Purchased Shares”), each having the rights, preferences and privileges set forth in the Certificate of Designation, for an aggregate investment of up to US $5,000,000 (the “Aggregate Purchase Price”). The respective amount of the Purchased Shares to be purchased by each Investor at the Closing and the respective portion of the Aggregate Purchase Price to be paid in consideration for the issuance of the Purchased Shares at the Closing are as set forth in Schedule 1. The Purchased Shares will be issued following the Milestone, and become fully paid upon the payment by each of the Investors of its respective portion of the Aggregate Purchase Price.
Issuance and Purchase of Shares. Subject to the terms and conditions hereof, immediately following the Effective Time, Receiver shall issue and Parent or its Affiliate designee shall purchase 18,857,142 shares of Receiver Common Stock for an aggregate purchase price of $330,000,000.
Issuance and Purchase of Shares. 5 2.1 Issuance and Purchase of Common Stock......................................................................5 2.2 Closing....................................................................................................5 2.3 Termination................................................................................................5
Issuance and Purchase of Shares. 1.1. Purchaser undertakes to invest in the Company the aggregate amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine US Dollars (US$ 999,999) (hereinafter, the "Investment"), payable in two installments as described in Section 2 below. The Investment will be deposited in US dollars to the Company's account no. 377906 at Bank Hapoalim B.M., Hadar Xxxxx Xxxxxx (610).
1.2. In consideration for, and subject to, the execution of the Investment as per Section 1.1 above, the Company shall issue to Purchaser the Purchaser Shares. The Purchaser Shares, when issued, will have been validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances.
1.3. The Investment is part of the Company's Second Round of Financing in the total amount of up to $2,000,000 at a Share price of US $333. The existing shareholders of the Company have waived their preemptive right to participate in the Intel Investment of up to $1,000,000. Some of the shareholders of the Company have already consented to participate in the balance of up to $1,000,000 investment. Assuming that the existing shareholders of the Company exercise their above rights and the total investment in the Company in this Round of Financing is $2,000,000, then the ownership of the Company on a fully diluted basis will be as set forth in Exhibit "1." Exhibit "1" will be amended after the First Closing to reflect the actual investment and ownership of the Company following this Second Round of Investment and assuming the Second Closing takes place. To remove any doubt, the percentage of Intel's holding in the Company, irrespective of any Second Round investment by the existing shareholders (if at all) shall not be less than 2.93% and 5.69% following the First Closing and the Second Closing, respectively.
Issuance and Purchase of Shares. Purchaser undertakes to invest in the Company the, AGGREGATE amount of Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine US Dollars (US $999,999) (hereinafter, the "Investment"), payable in three instalments as described in Section 2 below. The Investments will be deposited in US Dollars to the Company's account no. 377906 at Bank Hapoalim B.M., Hadar Xxxxx Xxxxxx (610).
Issuance and Purchase of Shares. Subject to and in accordance with the terms and conditions hereof, the Company shall issue and allot to IBM, and IBM shall purchase from the Company:
1.1 Upon the First Closing (as defined herein) - (i) 100,000 (one hundred thousand) Ordinary Shares (the "First Tranche of Shares") at a price per share of NIS 0.02 (2/100 New Israel Sheqels) per share for an aggregate additional purchase price of NIS 2,000 (or the U.S. dollar equivalent) (the "Initial Consideration") and in consideration for IBM's agreement to enter into the Project Office's activities; and -------------------------- 1 Information redacted pursuant to a confidential treatment request by ClickSoftware Technologies Ltd. under 17 C.F.R.ss.ss.200.80(b)(4), 200.83 and 240.24b-2 and submitted separately with the Securities and Exchange Commission.
1.2 At the Subsequent Closing (as defined herein below) - an additional 100,000 (one hundred thousand) Ordinary Shares (the "Second Tranche of Shares") at a price per share of NIS 0.02 (2/100 New Israel Sheqels) per share for an aggregate additional purchase price of NIS 2,000 (or the U.S. dollar equivalent) (the "Subsequent Consideration"); provided, however, that (i) the Teaming Agreement has not been duly terminated by either of the Parties and (ii) no Change of Control (as defined below) has been consummated. For the purposes of this Agreement, the First Tranche of Shares and the Second Tranche of Shares shall collectively be referred to as the "Shares."
Issuance and Purchase of Shares. 1.1 The Purchaser undertakes to invest in the Company the amount of Two Hundred Nineteen Thousand Seven Hundred and Seventy-Six US Dollars (US$ 219,776) (hereinafter, the "Investment Amount") on the Closing Date as defined in Section 2 hereinbelow. All amounts will be deposited in US dollars or their equivalent in NIS to the Company's account no. 377906 at Bank Hapoalim B.M., Hadar Xxxxx Xxxxxx (610).
1.2 In consideration for and subject to the execution of the investment, the Company shall issue on the Closing Date one thousand and eighty-eight (1,088) ordinary shares (hereinafter, the "Shares")
