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 $1.42 per unit, 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 $1.562 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 $3,000,000.00. In addition, each Investor shall have an unlimited number of exchange rights, which are options and not obligations, to exchange such Investor’s entire investment (and not less than the entire investment) made pursuant to this SPA into subsequent offerings of the Company (“Subsequent Financings”) until the earlier of: (i) the completion of any number of Subsequent Financings aggregating at least $15 million gross proceeds to the Company, or (ii) December 30, 2017. At the time of a Subsequent Financing with respect to which the investors in this offering have an exchange right, they would have the option of either (a) retaining the securities purchased in this offering (or, if applicable, retaining the securities obtained in exchange therefor via a Subsequent Financing), or (b) exchanging the securities purchased in this offering (or, if applicable, exchanging the securities obtained in exchange therefor via a Subsequent Financing), into the next Subsequent Financing (assuming the next Subsequent Financing is one for which an exchange right is available). The dollar amount (this may also be considered a ratio) used to determine the amount invested or exchanged into the Subsequent Financing shall be 1.2 times the amount of the or...
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 $0.15 per share allocated among the Purchasers as shown on Exhibit D hereto. In connection with the purchase and sale of Common Stock, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 26,000,000 shares of Common Stock, allocated as set forth on the signature page hereto.
Issuance of Common Stock and Warrants. At each Closing provided for in Section 1(c) in respect of a particular Investor, on the terms and subject to the conditions hereof, the Company agrees to issue and sell to such Investor, and such Investor agrees to purchase from the Company, shares of Common Stock and Warrants equal in number to the investment amount (“Investment Amount”) set forth opposite the respective Investor’s name on Schedule I divided by the aggregate purchase price for (i) one share of Common Stock and (ii) one Warrant to purchase two additional shares of Common Stock (“Unit Purchase Price”). The Unit Purchase Price shall be [$ ] 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. FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares and exchange of Warrants up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares or Warrant Shares pursuant to the Purchase Agreement, such Purchase Shares or Warrant Shares, as applicable, will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve 1,500,000 shares of Common Stock for issuance as Warrant Shares under the Purchase Agreement; and Listing of Shares on the Nasdaq Capital Market FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Purchase Shares and the Warrant Shares on the Nasdaq Capital Market; and Approval of Registration Statement RESOLVED, that the officers and directors of the Company be, and each of them hereby is, authorized and directed to prepare, execute and file with the Commission the Registration Statement, which Registration Statement shall be filed substantially in the form presented to the Board of Directors, with such changes therein as the Chief Executive Officer, Chief Legal Officer or Chief Financial Officer of the Company shall deem desirable and in the best interest of the Company and its stockholders (such officer’s execution thereof including such changes shall be deemed to evidence conclusively such determination); and FURTHER RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to prepare, execute and file with the Commission all amendments, including post-effective amendments, and supplements to the Registration Statement, and all certificates, exhibits, schedules, documents and other instruments relating to the Registration Statement, as such officers shall deem necessary or appropriate (such officer’s execution and filing thereof shall be deemed to evidence conclusively such determination); and FURTHER RESOLVED, that the execution of the Registration Statement and of any amendments and supplements thereto by the officers of the Company be, and the same hereby is, specifically authorized either personally or by the Authorized Officers as such officer’s true and lawful attorneys-in-fact and agents; and FURTHER ...
Issuance of Common Stock and Warrants. The Company shall have duly issued and delivered certificates to each of the Investors for the number shares of the Common Stock and Warrants at the Closing as provided in Exhibit 2.01.
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, 2,812,500 shares of Common Stock at $1.989 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Common Stock, for no additional consideration, the Purchasers will receive Warrants to purchase up to an aggregate of 1,406,250 shares of Common Stock, and MAG will receive Warrants to purchase up to an aggregate of 1,406,250shares of Common Stock, subject to adjustment as set forth in the Warrants.
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. 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. Concurrently with the execution hereof, TRNR shall issue to the Purchaser (i) 750,000 shares of TRNR’s common stock (the “Closing Date Shares”) and (ii) the Warrants, in each case, pursuant to the Securities Purchase Agreement.
