Issuance of Common Stock and Warrants. The Units are duly authorized and, when paid for and issued in accordance with the Transaction Documents, will be duly and validly issued, fully paid, and nonassessable, free and clear of all liens.
Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be $2.50 per unit and shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110% percent of the Unit Purchase Price which exercise price is $2.75 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not exceed $1,500,000. Investors shall have an unlimited number of exchange rights, which are options and not obligations, to exchange their entire investment (and not less than the entire investment) into one or more subsequent equity financings (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, but excluding any form of debt or convertible debt (“Subsequent Equity Financings”). These exchange rights shall be effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings that aggregate at least $15 million of gross proceeds, or (ii) December 30, 2017. For clarity, an investor’s entire investment shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock and Warrants purchased (for purposes of the exchange) pursuant to this Agreement, however, if the Warrants have been exercised in part o...
Issuance of Common Stock and Warrants. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchasers, and Purchasers agree to purchase from the Company, 26,666,667 shares of Common Stock at $0.15 per share allocated among the Purchasers as shown on Exhibit D hereto. In connection with the purchase and sale of Common Stock, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 26,000,000 shares of Common Stock, allocated as set forth on the signature page hereto.
Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase one additional share of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be $1.00 per unit and shall be the same Unit Purchase Price for all Closings (as defined below). The Warrants shall have a cash and a cashless exercise provision and shall be exercisable at 110% percent of the Unit Purchase Price which exercise price is $1.10 per share. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not be subject to a minimum amount and shall not exceed $500,000. Investors shall have an unlimited number of exchange rights, which are options and not obligations, to exchange their entire investment (and not less than the entire investment) into one or more subsequent equity financings (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, but excluding any form of debt or convertible debt or any preferred stock redeemable at the discretion of the holder (“Subsequent Equity Financings”). These exchange rights shall be effective until the earlier of: (i) the completion of any number of Subsequent Equity Financings that aggregate at least $15 million of gross proceeds, or (ii) December 30, 2017. For clarity, an investor’s entire investment shall be the entire Investment Amount (for purposes of the multiple described below) and all of the Common Stock and Warrants purchased (for...
Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase two additional shares of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be [$ ] and shall be the simple average of the four weekly VWAPs (Volume Weighted Average Prices) as reported by OTC IQ for the Company’s Common Stock, par value $0.001, for the four full trading weeks immediately prior to the initial Closing and shall be the same Unit Purchase Price for all Closings. The obligations of the Investors to purchase the Common Stock and Warrants are several and not joint obligations and no Investor shall have any liability to any Person for the performance or non-performance of any obligation by any other Investor hereunder. The aggregate Investment Amounts for the purchase of Common Stock and Warrants hereunder shall not exceed $3,000,000.00.
Issuance of Common Stock and Warrants. The Common Stock component of the Units is duly authorized and, when paid for and issued in accordance with the Transaction Documents, will be duly and validly issued, fully paid, and nonassessable, free and clear of all liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and upon exercise of the Warrants; provided, however, the Warrants may not be exercised and no shares of Common Stock are issuable thereunder until the Company has obtained stockholder approval of the Warrants in accordance with applicable federal securities laws.
Issuance of Common Stock and Warrants. (a) SALE OF COMMON STOCK TO INVESTOR. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell to the Investor 133,333 shares of Common Stock at a purchase price of $1.50 per share, for an aggregate purchase price of $200,000.
Issuance of Common Stock and Warrants. All past issuances of common stock and warrants by APEC described in this Agreement has been in full compliance with all Federal and State securities laws.
Issuance of Common Stock and Warrants. In consideration for the cancellation of indebtedness effected by Section 1 of this Agreement, the Company hereby issues the following to NightWatch Capital (a) 33,403 shares of Common Stock (the “Issued Shares”); and
Issuance of Common Stock and Warrants. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The Closing Shares, Option Shares and the shares of Common Stock to be issued upon the exercise of the Closing Warrants, the Pre-Funded Warrants and the Option Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate actions required to be taken for the authorization, issuance and sale of the Securities have been duly and validly taken. The Securities when issued, will conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus.
