Common use of PURCHASE AND SALE; MUTUAL DELIVERIES Clause in Contracts

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 (the "Aggregate Amount") divided by $.24 cents per share, which price is based upon the average closing price of the Common Stock for the ten trading days prior to the date hereof (the "Purchase Price"), resulting in 4,270,833 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five (5) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 1,500,000 (the "Aggregate Amount") divided by $.24 .32 cents per share, which price is based upon an approximately 20% discount to the average closing bid price of the Common Stock for the ten (10) trading days immediately prior to the date hereof (the "Purchase Price"), resulting in 4,270,833 4,687,500 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five twenty (520) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 the Total Purchase Price divided by a 24% discount of the Purchase Price (as defined hereinafter) (the "Aggregate Amount") divided by $.24 cents per share, which price is based upon the average closing price of the Common Stock for the ten trading days prior to the date hereof (the "Purchase PriceShares"), resulting in 4,270,833 shares (the "Shares") 717,703 Shares to be issued upon the payment of the Purchase Price. Upon receipt of the Total Purchase Price, which payment and receipt must occur within five (5) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company As used herein "Purchase Price" shall also deliver, or cause mean the lowest bid price of the Common Stock during the trading day immediately prior to be delivered, the original or execution copies of this Purchase Agreementdate hereof.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 5,000,000 (the "Aggregate Amount") divided by $.24 1.34 cents per share, which price is based upon an approximately 20% discount to the average closing bid price of the Common Stock for the ten trading days prior to the date hereof on February 27, 2004 (the "Purchase Price"), resulting in 4,270,833 3,731,343 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five not later than 5:00 p.m. New York Time on or before Friday March 12, 2004 (5) business days from the date hereof"Closing Date"), the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 2,000,000 (the "Aggregate Amount") divided by $.24 .30 cents per share, which price is based upon an approximately 20% discount to the average closing bid price of the Common Stock for on the ten trading days date immediately prior to the date hereof (the "Purchase Price"), resulting in 4,270,833 6,666,667 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five twenty (520) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 4,000,000 (the "Aggregate Amount") divided by $.24 cents per share, which price is based upon the average closing price of the Common Stock for the ten trading days prior to the date hereof Purchase Price (the "Purchase Price"as hereinafter defined), resulting in 4,270,833 2,352,941 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five (5) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) As used herein "Purchase Price" shall be equal to the average of the closing bid price of the Common Stock for the prior 15 trading days, reduced by a 16% discount to such average price, or $1.70 per share. (c) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 (the "Aggregate Amount") divided by $.24 cents per share, which price is based upon the average closing price of the Common Stock for the ten trading days prior to the date hereof (the "Purchase Price"), resulting in 4,270,833 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five (5) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 (the "Aggregate Amount") 5,000,000 divided by $.24 0.9272 cents per share, which price is based upon an approximately 20% discount to the average closing bid price of the Common Stock for the ten (10) trading days prior to the date hereof ending on December 7, 2004 (the "Purchase Closing Price"), resulting in 4,270,833 5,392,580 shares (the "Shares") to be issued upon the payment payment, in cash or through the reduction or cancellation of existing indebtedness of the Company to the Investor, of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five not later than 5:00 p.m. New York Time on or before Monday, December 20, 2004 (5) business days from the date hereof"Closing Date"), the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 1,000,000 (the "Aggregate Amount") divided by $.24 1.51 cents per share, which price is based upon an approximately 10% discount to the average closing bid price of the Common Stock for the ten trading days prior to the date hereof on February 27, 2004 (the "Purchase Price"), resulting in 4,270,833 662,252 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five no later than 5:00 p.m. New York Time on or before Friday March 12, 2004 (5) business days from the date hereof"Closing Date"), the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 (the "Aggregate Amount") 3,500,000 divided by $.24 0.9272 cents per share, which price is based upon an approximately 20% discount to the average closing bid price of the Common Stock for the ten (10) trading days prior to the date hereof ending on December 7, 2004 (the "Purchase Closing Price"), resulting in 4,270,833 3,774,806 shares (the "Shares") to be issued upon the payment payment, in cash or through the reduction or cancellation of existing indebtedness of the Investor, of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five no later than 5:00 p.m. New York Time on or before Monday, December 20, 2004 (5) business days from the date hereof"Closing Date"), the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 5,000,000 (the "Aggregate Amount") divided by $.24 .73 cents per share, which price is based upon an approximately 20% discount to the average closing bid price of the Common Stock for the ten trading days prior to on the date hereof (the "Purchase Price"), resulting in 4,270,833 6,849,315 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five twenty (520) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 2,000,000 (the "Aggregate Amount") divided by $.24 .37 cents per share, which price is based upon an approximately 10% discount to the average closing bid price of the Common Stock for the ten (10) trading days immediately prior to the date hereof (the "Purchase Price"), resulting in 4,270,833 5,405,405 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five twenty (520) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 2,000,000 (the "Aggregate Amount") divided by $.24 1.25 cents per share, which price is based upon an approximately 18% discount to the average closing bid price of the Common Stock for the ten trading days prior to on the date hereof (the "Purchase Price"), resulting in 4,270,833 1,600,000 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, which payment and receipt must occur within five twenty (520) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company shall also deliver, or cause to be delivered, the original or execution copies of this Purchase Agreement.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company that number of shares of Common Stock equal to $1,025,000 4,000,000 (the "Aggregate AmountTotal Purchase Price") divided by $.24 cents per share, which price is based upon the average closing price a 12 1/2% discount of the Common Stock for the ten trading days prior to the date hereof Purchase Price (the "Purchase Price"as defined hereinafter), or $1.75 resulting in 4,270,833 2,285,714 shares (the "First Tranche Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Total Purchase Price, which payment and receipt must occur within five (5) business days from the date hereof, the Company shall deliver to the Investor one or more certificates representing the Shares, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (b) The Company As used herein "Purchase Price" shall also delivermean the closing bid price of the Common Stock on April 17, 2001, or cause to be delivered, the original or execution copies of this Purchase Agreement$2.00.

PURCHASE AND SALE; MUTUAL DELIVERIES. (a) Upon the following terms and conditions, the Company shall issue and sell to the Investor Investors and the Investor Investors shall purchase from the Company Company, in aggregate, that number of shares of Common Stock equal to five hundred sixty thousand dollars ($1,025,000 560,000) (the "Aggregate Amount") divided by $.24 cents per share, which price is based upon the average closing price of the Common Stock for the ten trading days prior to the date hereof Purchase Price (the "Purchase Price"as hereinafter defined), resulting in 4,270,833 shares (the "Shares") an aggregate of 3,294,118 Common Stock and 2,810,000 Warrants with a exercise price of $0.30 per share to be issued upon the payment of the Aggregate Amount by the Investors. The Purchase PricePrice is seventeen cents ($0.17) per share. Upon receipt of the Purchase Price, which payment and receipt must occur within five (5) business days from Aggregate Amount by the date hereofEscrow Agent, the Company shall deliver to the Investor Investors, in proportion to their investment, one or more certificates representing the SharesShares and the Warrants, bearing substantially the following legend: THE SECURITIES REPRESENTED HEREBY (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (bi) The Company shall also deliver, or cause to be deliveredInvestors acknowledge that (1) the Shares, the original or execution copies Warrants and the shares of this Purchase Agreement.Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") have not been and are not being registered under the provisions of the 1933 Act and,