Issuance of Shares and Warrants. The Shares and the Warrants are duly authorized and, when issued in accordance with the terms hereof, the Certificate of Designation or the Warrants, as the case may be, shall be validly issued, fully paid and non-assessable. As of the Closing Date, the Company will have and, at all times while any Shares or any Warrants are outstanding, will maintain, an adequate reserve of duly authorized shares of its Common Stock to enable it to perform its obligations under this Agreement, the Warrants and the Certificate of Designation with respect to the number of Shares and Warrants issued and outstanding at such Closing Date. The shares of Common Stock issuable upon conversion of the Shares and exercise of the Warrants and which may be issued as payment of dividends on the Shares are collectively referred to herein as the "Underlying Shares." When issued in accordance with the terms hereof, the Certificate of Designation or the Warrants, as the case may be, the Underlying Shares will be duly authorized, validly issued, fully paid (except that Underlying Shares issued upon exercise of Warrants shall be fully paid upon delivery of the applicable exercise price therefor) and non-assessable, free and clear of all liens, claims, encumbrances or defects of any kind (collectively, "Liens"), except as set forth in any required legends thereon.
Issuance of Shares and Warrants. Securities"). Subject to the terms and conditions of this Agreement, each Purchaser agrees, simultaneously with the execution and delivery of this Agreement, to purchase from the Company the amount of Shares (the Common Shares) set forth opposite to its name in Exhibit 1 at a purchase price of U.S. $3.00 per share ("the purchase price"). Simultaneously with the execution and delivery of this Agreement (i) each Purchaser is paying the Purchase Price set forth on Exhibit 1 opposite to the name of such Purchaser by wire transfer of immediately available funds to the Company in accordance with the wire transfer instructions set forth on Exhibit 2 hereto and is executing and delivering to the Company an Irrevocable Proxy in favor of Guy Nissenson, the President and Chief Executive Officer of the Compxxx xx xxx xxrm attached hereto as Exhibit 3; (ii) the Company is delivering to each Purchaser a stock certificate evidencing such Purchaser's ownership of the number of shares set forth in Exhibit 1 opposite to the name of such Purchaser. Simultaneously with the payment of the purchase price, the Company is issuing to each Purchaser Warrants to purchase the amount of Shares of the Company set forth on Exhibit 1 opposite to the name of such Purchaser, such Warrants to be in the forms attached hereto as Exhibits 4 and 5. Each A Warrant shall be exercisable at a price of $5.50 per share and Each B Warrant shall be exercisable at a price of $3.50 per share. Simultaneously with the execution and delivery of this Agreement, the Company and each Purchaser is executing and delivering a Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form of Exhibit 6 hereto. As used herein the term "Transaction Documents" means this Agreement, the Warrants and the Registration Rights Agreement, and execution of this agreement and the Registration Rights Agreement by each Purchaser and the Company and tender of the purchase price for the Securities by each Purchaser to the Company is considered the "Closing Date". For purposes of this Agreement, the term securities refers to the common shares, warrants and shares of common stock underlying the warrants.
Issuance of Shares and Warrants. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue hereof. The Warrants have been duly authorized by the Company, and, when duly executed and delivered in accordance with their respective terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Exceptions.
Issuance of Shares and Warrants. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company, at the Series A Closing Date and the Series B Closing Date (each a "CLOSING DATE"), as the case may be, will have and at all times while the Shares and any Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its obligations under this Agreement, the Warrants and the Certificates of Determination with respect to the number of Shares and Warrants issued and outstanding at such Closing Date and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of the maximum number of shares of Common Stock which would be issuable upon conversion of the Shares were such conversion effected on the Original Issue Date for such Shares (ii) the number of shares of Common Stock issuable upon exercise of the Warrants and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for two years. The shares of Common Stock issuable upon conversion of the Shares or exercise of the Warrants and which may be issued as payment of dividends on the Shares are collectively referred to herein as the "UNDERLYING SHARES." When issued in accordance with the Certificates of Determination, and upon exercise of the Warrants and payment of the exercise price thereof, if any, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.
Issuance of Shares and Warrants. At the Closing (as defined in Section 4.1 below), the Purchaser agrees to exchange the Rights at the aggregate Face Value of such Rights acquired by the Purchaser pursuant to the Purchaser's Offer (the "Aggregate Exchange Price") and the Company agrees to issue in exchange for each $6.75 in Face Value of Rights acquired by the Purchaser in the Offer (i) one Share of the Company's Common Stock and (ii) a Warrant or Warrants to purchase 0.1222 shares of Common Stock at an exercise price of $10.00 per share exercisable for a period of seven (7) years pursuant to the Warrant Agreement. The Aggregate Exchange Price shall be paid solely in the form of the complete cancellation of the Rights acquired by the Purchaser in connection with the Purchaser's Offer. The delivery of the Rights in exchange for the issuance of the Shares and the Warrants to Purchaser pursuant to this Agreement shall be referred to herein as the "Rights Exchange". In the event that it is determined that the Rights were not validly assigned to the Purchaser, but the Holder thereof executed a Letter of Assignment releasing the Company from any further obligation to pay to the Holder the Merger Consideration in such circumstances upon receipt of payment from the Purchaser pursuant to the Offer, and the Purchaser made such payment, all such payments shall, in the aggregate, constitute payment of the Aggregate Exchange Price.
Issuance of Shares and Warrants. The Company shall, upon execution of this Agreement and receipt of the Securities Purchase Price, issue to the Investor (i) 3,000,000 shares of common stock $.00001 par value (the "Shares") which Shares shall be fully paid and non assessable and (ii) 800,000 five year common stock purchase warrants with an exercise price of $.50 per share (the "Warrants"). The Shares and the Warrants are collectively referred to herein as the "Securities".
Issuance of Shares and Warrants. The Company has filed and will continue to file, as and when required, all documents required to be filed by it with the Principal Market or other regulatory authority which would be likely to be material to Purchaser as the purchaser of the Shares under this agreement (“Disclosure Documents”). The Disclosure Documents are fair and accurate and otherwise comply in all material respects with the requirements of the corporate law of the country in which the Company was formed (the “Corporations Act”) and the listing rules of the Principal Market or other regulatory authority.
Issuance of Shares and Warrants. In consideration for Recipient entering into the Pledge Agreement, the Company agrees to issue Recipient the following: (i) 2,092,060 shares of common stock (“Shares”); and (ii) a warrant to purchase 1,395,240 shares of common stock (“Warrant”), attached hereto as Exhibit A.
Issuance of Shares and Warrants. The Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, and are free and clear from all taxes, liens and charges with respect to the issue thereof. The Warrants are duly authorized and, upon execution and delivery by the Company in accordance with the terms hereof will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Any Underlying Shares will have been duly authorized and reserved for issuance and, upon conversion of the Shares or exercise of the Warrants into shares of Common Stock, will be validly issued, fully paid and nonassessable, and are free and clear from all taxes, liens and charges with respect to the issue thereof.
Issuance of Shares and Warrants. In consideration of the Loan and in reliance on the representations, warranties, and covenants of the Lenders set forth in this Loan Agreement, within five days following the Closing Date (as defined below), PESI will issue to Xxxxxxx and Xxxxxxxx (a) an aggregate of 450,000 shares (the “Shares”) of the common stock, par value $.001 per share, of PESI, with Xxxxxxx receiving 225,000 shares and Xxxxxxxx receiving 225,000 shares; and (b) warrants to purchase up to 350,000 shares of PESI common stock (the “Warrant Shares”) at the exercise price of “market” price on the day of close (currently $0.50 per share), with Xxxxxxx receiving a warrant to purchase up to 175,000 shares and Xxxxxxxx receiving a warrant to purchase up to 175,000 shares (the “Warrants”). The Warrants may be exercised during the period beginning six months from the date of issuance and ending three years from the date of issuance. The Warrants will be substantially in the form attached as Exhibits “B” and “C” to this Loan Agreement.
