Purchase and Closing Sample Clauses

Purchase and Closing. (a) 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 each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule II hereto (the “Purchase Price”), the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 1,650,000 Additional Securities at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. (c) Payment of the Purchase Price for, and delivery of certificates for, the Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (Eastern time) on November 15, 2006, or such other time not later tha...

Purchase and Closing. (a) 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 each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in Schedule I hereto (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto. Firm Shares shall be registered by American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds at the date, time and place as set forth on Schedule I hereto. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing". (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Shares. The purchase price to be paid for any Option Shares shall be the same as the Purchase Price for the Firm Shares set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange and the Nasdaq Stock Market's National Market (the "Nasdaq National Market") is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telep...

Purchase and Closing. The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase that number of the Shares to be issued in connection with each Draw Down and each Call Option exercised by the Purchaser. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other document, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "Closing") at 10:00 a.m., eastern time, on (i) ___________ __, 2001, or (ii) such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.

Purchase and Closing. Upon its execution and delivery of this Agreement to Ontro, Buyer shall deliver the Purchase Price to Ontro by certified funds or wire transfer to Ontro as follows: San Diego National Bank ABA Routing No. 000000000 For credit to Ontro, Inc. (reference Ontro Common Stock Purchase) Account No. 0139809170 Ontro shall either return the Purchase Price or accept the Purchase Price and complete the purchase and sale of the Common Stock (the "Closing"). At the Closing, Ontro shall cause its transfer agent to issue a stock certificate for the shares of Common Stock in the name of Buyer (the "Certificate"). Following the Closing, Ontro will forward the Certificate to Buyer by a nationally recognized courier service (UPS, FedEx or comparable).

Purchase and Closing. The Investor delivers herewith the consideration in United States dollars (the “Purchase Price”) required to purchase the Shares subscribed for hereunder. The Purchase Price is being paid simultaneously herewith by delivery to the Company of a wire transfer or check payable to the Company in the amount of the Purchase Price.

Purchase and Closing. (a) The Company has authorized the sale and issuance of up to: (i) 6,666,667 shares (the "SHARES") of common stock of the Company, $.001 par value per share (the "COMMON STOCK"), (ii) warrants (the "SERIES A WARRANTS") to purchase up to 833,200 shares of Common Stock at an exercise price of $1.875 per share (the "SERIES A WARRANT SHARES"), and (iii) warrants (the "SERIES B WARRANTS") to purchase up to 833,200 shares of Common Stock at an exercise price of $2.25 per share (the "SERIES B WARRANT SHARES", and together with the Series A Warrant Shares collectively referred to as the "WARRANT SHARES"), to certain investors in a private placement as described in the Memorandum (the "OFFERING"). The Series A Warrants and the Series B Warrants are sometimes referred to herein as the "WARRANTS". (b) The Common Stock, the Series A Warrants and the Series B Warrants are being offered and sold only in investment units comprised of 33,333 Shares, 4,166 Series A Warrants and 4,166 Series B Warrants (an "INVESTMENT UNIT") at a purchase price of $50,000 per Investment Unit. The minimum subscription amount is One (1) Investment Unit for a minimum aggregate subscription price of $50,000.00. The minimum subscription amount may be waived in the discretion of the Company and the Placement Agent with respect to any particular Investor. (c) The Company may enter into the same form of Subscription Agreement with other investors (the "OTHER INVESTORS") and expects to complete sales of Shares and Warrants to such Other Investors. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "INVESTORS," and the Subscription Agreement executed by the Other Investors are hereinafter sometimes collectively referred to as the "AGREEMENTS.") (d) The Company may accept subscriptions from Investors in one or more closings at any time after the Company has received Agreements for the Minimum Offering and prior to October 7, 2005. (e) The Investor agrees that the Placement Agent and its Affiliates may purchase and resell any number of Shares and Warrants for their own account on such terms as the Placement Agent shall determine. As used herein, the term "AFFILIATE" means, as to any named person or entity: (i) any such person or entity, or with respect to any natural person, a member of his or her immediate family (i.e. spouse, siblings, children, and parents); (ii) the legal representative, successor or assignee of, or any general partner, or their respecti...

Purchase and Closing. The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser, agrees to purchase that number of the Shares to be issued in connection with each Draw Down and each Call Option exercised by the Purchaser. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other document, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avenxx, Xxx Xoxx, XX 00000 (the "Closing") at 10:00 a.m., xxxxxxx xxxx, xx (x) Xxxxxxxx 0, 0000, or (ii) such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.

Purchase and Closing. Both parties acknowledge the purchase price was paid at the completion of the sale (the "Closing"). Upon its execution and delivery of this Agreement, Ontro shall cause its transfer agent to issue a stock certificate for the shares of Common Stock in the name of Buyer (the "Certificate"). Following the Closing, Ontro will forward the Certificate to Buyer by a nationally recognized courier service (UPS, FedEx or comparable).

Purchase and Closing. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase, accept, assume and receive all rights, title and interest in and to the Shares.

Purchase and Closing. Both parties acknowledge purchase price has been paid. MSK