Issuance and Sale of the Shares. When issued and paid for in accordance with this Agreement, the Shares to be sold hereunder by the Company will be validly issued and outstanding, fully paid and non-assessable. The issuance and sale of the Shares is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.
Issuance and Sale of the Shares. When issued and paid for in accordance with this Agreement, the Shares to be sold hereunder by the Company will be validly issued and outstanding, fully paid and non-assessable.
Issuance and Sale of the Shares. The Company has authorized the sale and issuance to the Investor of the Shares, and subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants and agreements of Investor contained herein, agrees to issue and sell to the Investor the Shares, and the Investor hereby agrees to purchase from the Company the Shares for U.S. $1.00 per share, for an aggregate purchase price of U.S. $5,000,000.00 (the "PURCHASE PRICE").
Issuance and Sale of the Shares. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants herein contained, effective at the Closing (as hereinafter defined) 4net Software hereby agrees to sell, convey and deliver to the Purchaser 200,000 shares of 4net Software's common stock, par value $.00001 (the "Shares); and the Purchaser hereby purchases, acquires and accepts the Shares from 4net Software, in exchange for the Purchaser's payment of the Purchase Price (as hereinafter defined) to 4net Software.
Issuance and Sale of the Shares. At the respective Closings, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company the number of Shares set forth in the table below (provided, however, that in the case of the Optional Closing, the Investor shall not be obligated to purchase such Shares); Description Timeframe # Shares Share Price Purchase Price Initial Closing On or before March 28, 2014 11,250,000 $ 0.12 $ 1,350,000 2nd Closing On or before August 31, 2014 8,333,333 $ 0.12 $ 1,000,000 Optional Closing On or before January 31, 2015 5,500,000 $ 0.15 $ 825,000
Issuance and Sale of the Shares. In consideration of the receipt of _________ Thousand Dollars ($ ) by wire transfer to the Company’s bank account, as contained below, the Company agrees to issue to __________________ , _______________________ Shares of Water Chef Common Stock at a purchase price of _________cents ($.0___) per share, such amount representing the ask closing price of Water chef common stock over the three previous days on the OTCBB. The Shares to be issued are “restricted” Shares under the definition of Rule 144 of the Securities and Exchange Commission, and the sale of these securities is prohibited for a minimum of one year after purchase. COMMON STOCK PURCHASE WARRANT. In consideration of your investment you will also receive a three-year common stock purchase warrant for common Shares equal to twenty percent (20%) of the Shares purchased in Paragraph #1 above, at a price equal to one hundred twenty percent (120%) of the price listed in paragraph #1 above. REPRESENTATIONS OF THE BUYER. ________________ hereby represents and warrants to the Company that he/she is purchasing the Shares for investment purposes and not with a view to their redistribution or resale. He/she has the full power, right, legal capacity, and authority to enter into and perform his/her obligations under this Agreement, and no approval or consent of third parties is necessary in connection herewith. He/She has had the opportunity to review the merits of the purchase of the Shares with tax and legal counsel and financial advisors as deemed appropriate. ____________________ understands that the Shares acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the “Act”), and have not been registered under the blue sky laws of any state. _________________________ understands that without such registration, the Shares may not be sold, pledged, hypothecated, or otherwise transferred, except pursuant to an exemption from registration or such registration. The Shares are therefore what is commonly referred to as “restricted stock” and the stock certificate to be issued will bear a restrictive legend.
Issuance and Sale of the Shares. Subject to the terms and conditions herein set forth and in reliance upon the respective representations and warranties of the parties set forth herein, the Company hereby agrees to issue and sell to the Purchasers and the Purchasers hereby agree to purchase from the Company for an aggregate purchase price of Six Million Nine Hundred Sixty Three Thousand Two Hundred Dollars ($6,963,200) (the "PURCHASE PRICE"), the number of Shares (at the purchase price per share) set forth below: Number of Shares Price Per Share Aggregate Name of Purchasers to be Purchased in Dollars Purchase Price ------------------------------------- -------------------- ------------------- ------------------ WPG Software Fund, L.P. 5,235,730 $0.272 $1,424,118.56 WPG Raytheon Software Fund, L.P. 9,202,838 $0.272 $2,503,171.94 WPG Institutional Software Fund, L.P. 7,484,961 $0.272 $2,035,909.39 PPRO 3,676,471 $0.272 $1,000,000.11
Issuance and Sale of the Shares. 1.1 The Company hereby agrees to sell to the Investor and the Investor agrees to purchase from the Company the number of Shares set forth on the signature page of this Agreement (the "Signature Page") at the aggregate purchase price (the "Purchase Price") also set forth on the Signature Page. The Investor has previously agreed to purchase the Shares, has executed a Subscription Agreement with respect thereto and has paid the Purchase Price. The Purchase Price has been deposited in an escrow account maintained at Preferred Bank, Los Angeles, California. The Purchase Price will not be released to the Company and the purchase of the Shares will not be consummated until (1) the confirmation of the Company's Plan of Reorganization ("Plan of Reorganization") as filed with the U.S. Bankruptcy Court for the Northern District of California (the "Court") on April 21, 2000 in the case entitled In Re Telegen Corporation (Case No. 98-34876-DM-11) and (2) a registration statement covering all of the Shares sold under this Agreement has been declared effective by the Securities and Exchange Commission. The purpose of the Agreement is to ratify and confirm the purchase of the Shares by the Investor on the terms and conditions set forth herein and to restate and reconfirm the representations and warranties previously made by the Company and the Investor.
Issuance and Sale of the Shares. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants herein contained, effective at the Closing (as hereinafter defined) the Company hereby agrees to sell, convey and deliver to the Purchaser 100,000 shares of the Company's common stock, par value $.10 (the "Shares); and the Purchaser hereby purchases, acquires and accepts the Shares from the Company, in exchange for the Purchaser's payment of the Purchase Price (as hereinafter defined) to the Company.
Issuance and Sale of the Shares. Subject to the terms and conditions of this Agreement, the Investor hereby subscribes for and agrees to purchase at the Closing (as defined below) the Shares for the Purchase Price, and the Company agrees to issue and sell to the Investor at the Closing the Shares for the Purchase Price.
