Issuance and Sale of Shares and Warrants Sample Clauses

Issuance and Sale of Shares and Warrants. On the terms and subject to the conditions contained in this Agreement, and in reliance on the representations and warranties set forth in Article IV of this Agreement, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, 18.73 shares of Series C Preferred Stock (“Series C Shares”) in consideration for an aggregate purchase price of Fifteen Million U.S. Dollars ($15,000,000) (the “Cash Purchase Price”) and four (4) shares of Series D Preferred Stock (“Series D Shares”) in consideration for entering into that certain Backstop Agreement substantially in the form attached hereto as Exhibit E (the “Backstop Agreement”, and together with the Cash Purchase Price, the “Purchase Price”).
Sample 1
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Issuance and Sale of Shares and Warrants. On the terms and subject to the conditions contained in this Agreement, and in reliance on the representations and warranties set forth in Article IV of this Agreement, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, 1,857,373 shares of Series A Preferred Stock (together with Make Good Escrow Shares (as defined below) and Listing Shares (as defined below), collectively, “Series A Shares”) and warrants to purchase 13,001,608 shares of its Common Stock at an initial exercise price of $0.187 per share (subject to adjustments) for a period of five (5) years following the date of their issuance, substantially in the form attached hereto as Exhibit C (the “Warrants”; shares of common stock issuable upon exercise of the Warrants, the “Warrant Shares”) for an aggregate purchase price of Nine Million U.S. Dollars ($9,000,000) (the “Purchase Price”). The Parties acknowledge and agree that the Company contemplates the sale and issuance of additional shares of Series A Preferred Stock of up to 1,116,388 shares (the “Additional Series A Shares”) and warrants to purchase additional shares of its Common Stock of up to 7,814,719 shares (the “Additional Warrants”) for an aggregate purchase price of up to Five Million Four Hundred Thousand U.S. Dollars ($5,400,000) under the terms and conditions substantially similar to the terms and conditions provided herein and in each other Transaction Document (as defined below) (such issuance and sale of the Additional Series A Shares and Additional Warrants and the transactions related thereto, the “Additional Series A Financing”; the closing of the Additional Series A Financing, the “Final Closing”; the date on which the Final Closing shall occur, the “Final Closing Date”; the purchasers who shall have purchased Additional Series A Shares and Additional Warrants in the Additional Series A Financing and together with its successors and assigns, each an “Additional Purchaser” and collectively, the “Additional Purchasers” and together with Purchaser, each a “Series A Purchaser” and collectively, the “Series A Purchasers”).
Sample 1
Issuance and Sale of Shares and Warrants. 1.01. Effective as of the Closing Date, BMC Capital, Inc. issues, sells, transfers, and assigns to Subscriber, and Subscriber irrevocably subscribes for, the Shares in consideration of Subscriber's payment of the Purchase Price and BMC Capital, Inc.'s disbursement to itself of the purchase Price from escrow on the Closing Date, as further described in Article 2 of this Agreement, and for other good and valuable consideration. For each two Shares subscribed, Subscriber will also receive (for no additional consideration) a Warrant to purchase one Share, and having an exercise price of $0.19 per share. Each such Warrant will be exercisable until the later of: (a) six months following the date of BMC Capital's initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of BMC Capital's Common Stock to the public; or (b) six months following the date as of which BMC Capital becomes a reporting company through a reverse merger, share exchange or other means.
Sample 1
Issuance and Sale of Shares and Warrants. On the terms and subject to the conditions contained in this Agreement, and in reliance on the representations and warranties set forth in Article IV of this Agreement, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, 1,116,388 shares of Series B Preferred Stock (together with Make Good Escrow Shares (as defined below) and Listing Shares (as defined below), collectively, “Series B Shares”) and warrants to purchase 7,814,719 shares of its Common Stock at an initial exercise price of $0.187 per share (subject to adjustments) for a period of five (5) years following the date of their issuance, substantially in the form attached hereto as Exhibit C (the “Warrants”; shares of common stock issuable upon exercise of the Warrants, the “Warrant Shares”) for an aggregate purchase price of Five Million Four Hundred Thousand U.S. Dollars ($5,400,000) (the “Purchase Price”).
Sample 1

Related to Issuance and Sale 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.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • 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.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

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