Purchase and Issuance of the Sample Clauses

Purchase and Issuance of the. Initial Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) the Initial Units in consideration of the payment of the Purchase Price (as defined below). On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.
Sample 1Sample 2Sample 3See All (20)
AutoNDA by SimpleDocs
Purchase and Issuance of the. Private Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on each Closing Date (as defined below), the applicable number of Private Units in consideration of the payment of the aggregate Purchase Price for such Private Units. On each Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.
Sample 1Sample 2
Purchase and Issuance of the. Common Stock. The Subscriber is hereby subscribing for the number of shares of Common Stock indicated on the signature page hereto by the caption, "Common Stock Being Subscribed" (the "Subscriber's Common Stock"). The price per Share for the Subscriber's Common Stock is indicated on the signature page hereto by the caption, "Share Consideration (per Share)" ("Share Consideration"). Concurrently with the execution and delivery of this Agreement to the Company, the Subscriber is delivering to the Company at its offices at 89 Ravine Edge Drive, Richmond Hill, Ontario, Canada L4E 4J6 this sxxxxxxxxxxx xxxxxxxxx xxx xx xxxxxx xxxxxxxxxx xx xxx Xxxxxxy to wire transfer to Natural Pharmatech, Inc., a wholly-owned subsidiary of the Company, the amount of the Share Consideration multiplied by the Subscriber's Common Stock being subscribed (the "Purchase Price"). The Company will not accept subscriptions from persons who are not qualified as "accredited investors", as that term is defined in Rule 501 of Regulation D under the Securities Act. Any subscriptions for shares of Common Stock made by Subscribers who are not accredited investors will be returned to such subscriber without interest.
Sample 1
Purchase and Issuance of the. Initial Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below), or on such earlier date as may be mutually agreed by the Company and the Subscriber, 1,010,000 Units in consideration of the payment of the Purchase Price (as defined below). On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.
Sample 1
Purchase and Issuance of the. Common Stock. Each Subscriber is hereby subscribing for the number of shares of Common Stock set out in Annex 1 against their name (being 6,122,450 shares in total) (the "Subscriber's Common Stock"). The aggregate price payable for the Subscriber's Common Stock is AU$1 million (US$0.76 million) ("Share Consideration"). Concurrently with the execution and delivery of this Agreement to the Company, the Subscriber is delivering to the Company at its offices at c/o Advanced Medical Institute Pty Ltd., Level 1, 204, -218 Botany Road, Xxxxxxxxxx XXX 0000, Xxxxxxxxx xxxx xxxxxxxxxxxx xxxxxxxxx xnd the Purchase Price by bank check, wire transfer or such other form of payment as shall be acceptable to the Company, in its sole and absolute discretion. Any such check sent to the Company shall be made payable to the order of "Advanced Medical Institute Inc." Funds received by the Company shall be held in escrow by the Company until the first to occur of (i) the closing of the Offering, (ii) the date on which the Company determines in its sole and absolute discretion to reject the Subscriber's subscription to purchase the Shares, and (iii) the date the Company determines to terminate the Offering. The Company will not accept subscriptions from persons who are not qualified as "accredited investors", as that term is defined in Rule 501 of Regulation D under the Securities Act. Any subscriptions for shares of Common Stock made by Subscribers who are not accredited investors will be returned to such subscriber without interest.
Sample 1
Purchase and Issuance of the. Convertible Debentures, the New Warrants and the Consent Warrants at Closing (a) the Investor agrees to purchase at the Initial Closing and the Company agrees to sell and issue to the Investor at the Initial Closing, a $5,000,000.00 Convertible Debenture, the New Warrants and the Consent Warrants. At any time prior to the Maturity Date, the Investor shall have the right to convert all or part of the Principal advanced and evidenced by such Convertible Debenture into Conversion Shares at a Conversion Price per share equal to $1.00 per share; (b) provided the Company has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to each of the Mandatory Closing Dates and is not otherwise in default hereunder or under the terms of any of the Collateral Documents, the Investor agrees to purchase at each of the Mandatory Closings and the Company agrees to sell and issue to the Investor at each of the Mandatory Closings, the Mandatory Debentures. Subject to section 2.6, at any time prior to the Maturity Date, the Investor shall have the right to convert all or part of the Principal advanced and evidenced by such Mandatory Debenture into Conversion Shares at a Conversion Price stipulated therein; (c) provided the Company has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to any Discretionary Closing Date, the Investor shall, at its sole and absolute discretion, on delivery of a Discretionary Advance Notice to the Company be entitled to purchase at any time prior to April 15, 2005, and the Company shall be required to sell and issue to the Investor at any Discretionary Closing a Discretionary Advance Debenture in the amount specified in the Discretionary Advance Notice; and (d) in respect of Convertible Debentures issued after the Initial Closing, the Conversion Price for such Convertible Debenture will be settled by the Company and the Investor at the time of issue and inserted into such debenture. For greater certainty, the Conversion Price for such Convertible Debenture shall be equal to the greater of (a) $1.00 per share or (b) the weighted average trading price of such shares for the twenty (20) Trading Days prior to the date of the advance of Principal under either a Discretionary Advance Debenture or a Mandatory Debenture, less any permitted discount to the market price and subject ...
Sample 1
Purchase and Issuance of the. Representative Shares. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Representative Shares in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall effect the delivery to the Subscriber of the Representative Shares, in book-entry form.
Sample 1
AutoNDA by SimpleDocs

Related to Purchase and Issuance of the

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance of the Units The Units to be purchased by the Underwriters from the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware LP Act).

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Issuance of the Bonds The Authority shall issue the Bonds under and in accordance with the Indenture, subject to the provisions of the bond purchase agreement among the Authority, the initial purchaser or purchasers of the Bonds and the Company. The Company hereby approves the issuance of the Bonds and all terms and conditions thereof.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

  • Sale and Purchase of the Securities The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

  • Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!