Issuance and Purchase of Shares and Warrants Sample Clauses

Issuance and Purchase of Shares and Warrants. On the Closing Date (defined below), upon the conditions set forth herein, the Company agrees to sell to the Purchaser or its nominee, and the Purchaser agrees to purchase the Shares and the Warrants. In consideration for the Shares and the Warrants, the Purchaser shall pay in immediately available funds for the Shares and the Warrants, a purchase price of $2.05 per unit consisting of one Share and one Warrant, totaling $1,025,000 in aggregate.
Sample 1
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Issuance and Purchase of Shares and Warrants. 1.1. Subject to the terms and conditions hereof, the Company shall issue and allot to the Investors, and the Investors shall purchase from the Company, an aggregate amount of Common Shares (the "Shares") as set forth in Schedule A, at a price per Share of $27.54 for an aggregate purchase price as set forth in Schedule A (the "PPS" and "Purchase Price", respectively). 1.2. At the applicable Closing, each Investor shall receive for no additional consideration, a Warrant, for the purchase of a number of Shares as set forth opposite such Investor's name in Schedule A (the "Warrants"). The Warrants shall be exercisable until the first anniversary of the Initial Closing, at the PPS, subject to the terms and conditions of the Warrant Certificate in the form attached hereto as Schedule 1.2. 1.3. The applicable Purchase Price shall be payable to the Company at the applicable Closing (as defined below). 1.4. The Shares shall have the rights, preferences and privileges set forth in the Amended and Restated Shareholders Rights Agreement dated Xxxxx 00, 0000, Xxxxxx and Certificate of Incorporation of the Company as may be amended from time to time in accordance with their terms.
Sample 1
Issuance and Purchase of Shares and Warrants. 1.1 Subject to and in accordance with the terms and conditions hereof, at the Closing (as hereinafter defined) the Company shall issue and allot to Elbit, and Elbit shall purchase from the Company, at a price per share of $0.315 (thirty one and one half United States Cents) (the “Per Share Price”), and for an aggregate purchase price of seven hundred and twenty thousand US Dollars ($720,000) (the “Purchase Price”), of which $470,000 including all interest accrued until March 31, 2007 shall be invested by way of conversion of a loan in accordance with 1.2 below: 1.1.1 two million two hundred and eighty-five thousand seven hundred and fourteen (2,285,714) Ordinary Shares of the Company, nominal value NIS 1.0 each (the “Shares”) 1.1.2 At no additional consideration, Warrants (the “Warrants”) for the purchase of additional Ordinary Shares of the Company nominal value NIS 1.0 each, entitling Elbit to purchase up to three hundred and ninety six thousand eight hundred and twenty-five (396,825) Ordinary Shares of the Company, nominal value NIS 1.0 each (the “Warrant Shares”) during the period set forth in the Warrants at an exercise price of $0.45 (forty-five United States Cents)per share, subject to adjustments, all on the terms and subject to the conditions set forth in the Warrants. 1.2 It is hereby acknowledged and agreed that the amount of four hundred and seventy thousand US Dollars ($470,000), (the “Loan Amount”) provided to the Company by Elbit shall be converted into Shares at the Per Share Price and shall be deducted from the Purchase Price due to be paid at the Closing (as defined below). Such conversion of the Loan Amount shall constitute the full and final settlement of all outstanding sums owed by the Company to Elbit (except for the accrued interest from April 1, 2007 until Closing payable by the Company to Elbit upon Closing pursuant to Section 2.2 below) and shall be in satisfaction of the Company’s obligations thereunder. Upon conversion of the Loan Amount, the Loan Agreement between Elbit and the Company dated February 7, 2001, as amended shall be deemed terminated and shall cease to have any legal effect.
Sample 1
Issuance and Purchase of Shares and Warrants. Subject to the terms and conditions hereof, the Company will sell to the Purchasers, severally and not jointly, and the Purchasers will buy from the Company in the amounts specified on Schedule A hereto, severally and not jointly, up to (a) two thousand five hundred (2,500) Series C-1 Shares , (b) two thousand five hundred (2,500) Series C-2 Shares, (c) May Warrants to purchase 1,500,000 shares of Common Stock at an exercise price of $1.37 per share of Common Stock, subject to adjustments as set forth therein, and (d) November Warrants to purchase 500,000 shares of Common Stock at an exercise price of $1.37 per share of Common Stock, subject to adjustments as set forth therein. In consideration for the Shares and Warrants the Purchasers shall pay the Company in United States dollars the aggregate purchase price of up to five million dollars ($5,000,000) in the amounts as specified on Schedule 1. Schedule 1 sets forth the number of Shares and Warrants each Purchaser shall purchase and the Company shall sell. The Company's agreements with each of the Purchasers are separate agreements, and the sales to each of the Purchasers are separate sales.
Sample 1
Issuance and Purchase of Shares and Warrants 
Sample 1

Related to Issuance and Purchase of Shares and Warrants

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • 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.

  • 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 AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

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