Number of Shares to be Purchased. All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Company, and the Company shall have received counterpart originals, or certified or other copies of all documents, including, without limitation, records of corporate or other proceedings, which it may have reasonably requested in connection therewith.
Number of Shares to be Purchased. The number of shares of common stock to be purchased for a participant will depend on the amount of dividends and market prices of the common stock. Each participant's account will be credited with that number of shares, including fractions computed to three decimal places, equal to the total amount to be invested, divided by the purchase price per share.
Number of Shares to be Purchased. Lyon will agree to purchase (a) 710,574 Series "B" shares from Foothill Capital Corporation, and (b) from each other Series "B" shareholder, such number of Series "B" shares as is necessary to reduce the total number of common shares owned by each Series "B" shareholder (including any Series "A" common shares) below 5% of the 52,195,678 total common shares of Presxxx xxxt are outstanding. The reduction of each Series "B" shareholder's ownership to below the 5% threshold will enable each Series "B" shareholder, after completion of the tender offer by Lyon for the Series "A" shares, to convert its remaining Series "B" shares into Series "A" shares and trade such Series "A" shares without being subject to restrictions which are proposed to be imposed on holders of more than 5% of Presxxx'x xxxmon stock pursuant to Presxxx'x xxxrter documents (as proposed to be amended). Based on the number of Presxxx xxxmon shares currently outstanding and the current share ownership of each Series "B" shareholder as reflected below, the number and percentage of Series "B" shares to be purchased by Lyon from each Series "B" shareholder are specified below:
Number of Shares to be Purchased. The value in the Company's trust account (as defined in the Registration Statement) as of the Company's most recent annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, filed prior to a purchase of Shares pursuant to this Purchase Plan, divided by the number of Shares issued in the IPO then outstanding (the "10-K Per Share Amount" or the "10-Q Per Share Amount," as applicable), or below. Deutsche Bank shall purchase up to $8,750,000 of Shares (AMEX:TWV), excluding commissions, less the aggregate amount of any Shares previously purchased pursuant to this Purchase Plan.
Number of Shares to be Purchased. Price Per Share Aggregate Price --------- --------------- --------------- 1,000,000 $39.00 $39,000,000 The Company proposes to enter into subscription agreements in substantially the same form as this Agreement with certain other investors (the "Other Purchasers") and expects to complete sales of the Shares to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchasers," and this Agreement and the subscription agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the "Agreements." 2 SECTION 3. Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur as soon as practicable following the effectiveness of the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be determined by the Company and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Purchaser shall pay to the Company the purchase price for the Shares being purchased hereunder by wire transfer in immediately available funds and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, which may be waived by the Company: (a) receipt by the Company by wire transfer of immediately available funds of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers required to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Registration Statement is effective and was first declared effective on or ...
Number of Shares to be Purchased. Shares Total Subscription Price: (USD$1.00 per Share) USD$ (Street Address) (City and Province) (Country and Postal or Zip Code) (Contact Name)
Number of Shares to be Purchased. Each member of the ICMG -------------------------------- Group which has elected to purchase shares pursuant to the ICMG First Offer Right shall be entitled and obligated to purchase from the LLI Selling Group, in accordance with this Section 2.4, the number of shares proposed ----------- to be transferred by the LLI Selling Group, multiplied by a fraction, the numerator of which is the number of shares of Common Stock held by such Shareholder in the ICMG Group and the denominator of which is the aggregate number of shares of issued and outstanding Common Stock on the date of the ICMG First Offer Notice held by all of the members of the ICMG Group who exercised their ICMG First Offer Right, provided that the members of the -------- ICMG Group may assign to one another any rights under this Section 2.4.3. ------------- If any members of the ICMG Group do not elect to purchase all of the shares which they are entitled to purchase as set forth herein, the balance of such shares may be purchased by each other member of the ICMG Group who has elected to purchase all of the shares available to him pursuant to his ICMG First Offer Right (each a "Secondary Purchaser" for purposes of this Section 2.4), on a pro rata basis, determined by multiplying the total ---------- remaining available shares by a fraction, the numerator of which is the number of shares of Common Stock held by such Secondary Purchaser and the denominator of which is the aggregate number of shares of issued and outstanding Common Stock on the date of the ICMG First Offer Notice held by the members of the ICMG Group who elected to purchase all of the shares available to them under their ICMG First Offer Right.
Number of Shares to be Purchased. Signature of the Subscriber -------------------------------------------- Name (Typed or Printed) Purchase Price $ 1.50 -------------------------------------------- Social Security or Tax Identification Aggregate Purchase Number Price $ _______ Mailing Address and Phone Number of Subscriber: -------------------------------------------- -------------------------------------------- -------------------------------------------- Accepted and agreed to on this ____ day of __________, 2002: STRONGHOLD TECHNOLOGIES, INC. Number of Shares Accepted ________ By: ----------------------------------------- Name: Title: Purchase Price $ 1.50 Aggregate Purchase Price $ _______ EXHIBIT A INVESTOR QUALIFICATION STATEMENT ------------------------ Name of Subscriber INVESTOR QUALIFICATION STATEMENT/1/
Number of Shares to be Purchased. EXERCISE PRICE PER SHARE: ----------------------- TOTAL PAYMENT: ----------------------- Dated: WILLXXX X. XXXX [XX PERMITTED TRANSFEREE] --------------- -----------------------------------------
Number of Shares to be Purchased. BY THE UNDERWRITERS ------------ Xxxxxxxxx & Xxxxx LLC . . . . . . . . . . . . . . . . . . . . . .
