Issue and Sale of Common Stock and Warrants Sample Clauses

Issue and Sale of Common Stock and Warrants. 2.1 Authorization and Issuance of the Shares and Warrants. The Company has duly authorized the offering of the Shares and Warrants to Roaring Fork.
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Issue and Sale of Common Stock and Warrants. 2.1 Authorization and Issuance of the Common Stock and Warrants. The Company has duly authorized an offering of its securities (the "Offering") of up to 4,571,429 shares (the "Shares") of Common Stock and Warrants to purchase up to 4,571,429 shares of Common Stock exercisable at $1.35 per share (the "Warrants"), to be substantially in the form of the Warrant attached hereto as Exhibit A. The exclusive placement agent for the Offering is Westminster Securities Corporation (the "Placement Agent"). Prior to May 12, 2005 investors had already subscribed for an aggregate amount of $3,322,892 (the "First Closing"), resulting in the issuance of 3,797,591 Shares and Warrants to purchase an additional 3,797,591 shares of Common Stock. The Offering may continue until June 4, 2005 for any remaining unsubscribed portion of the aggregate $4,000,000 in gross proceeds under the Offering. As of May 12, 2005 the unsubscribed portion was $677,108. In no event will the aggregate gross proceeds from this Offering exceed $4,000,000 or will the Offering continue beyond June 4, 2005 (the "Offering Period"). The Shares and Warrants are being offered at a unit purchase price of $0.875 per unit.
Issue and Sale of Common Stock and Warrants 

Related to Issue and Sale of Common Stock and Warrants

  • 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 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”).

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • 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 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 Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

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