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.

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.

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.

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.

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 that number of shares of Common Stock equal to Two Million Seven Hundred Fifty Thousand Dollars ($1,025,000 2,750,000.00) (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 an aggregate of 2,434,490 shares (the "Shares") to be issued upon the payment of the Purchase PricePrice by the respective Investors in the amounts and denominations set forth in Annex I. The Shares are part of an aggregate issuance of 2,434,490 shares of Common Stock on substantially similar terms. The Purchase Price is $1.1296 per share. The Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Company is several and represents a separate agreement. 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.

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 that number of shares of Common Stock equal to Five Million Dollars ($1,025,000 5,000,000.00) (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 an aggregate of 10,869,565 shares (the "Shares") to be issued upon the payment of the Purchase PricePrice by the respective Investors in the amounts and denominations set forth in Annex I. The Purchase Price is $46 per share. Upon receipt of The Company's obligation to sell the Purchase Price, which payment Shares to each Investor and receipt must occur within five (5) business days each Investor's obligation to purchase Shares from the date hereofCompany is several and represents a separate agreement. On the Closing Date , the Company shall deliver to the Escrow Agent for each respective 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.

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.

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.

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 that number of shares of Common Stock equal to One Million Twenty Eight Thousand Seven Hundred and Fifty and 00/100 ($1,025,000 1,028,750,000.00) (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 1,959,524 Shares and Warrants to be issued upon the payment of the amounts by the respective Investors in the amounts and denominations set forth in Annex I. The Purchase PricePrice is $.525 per share. The Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Company is several and represents a separate agreement. 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 respective Investor 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.

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.

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.

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.

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.

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 that number of shares of Common Stock equal to Two Million Two Hundred Thousand Dollars ($1,025,000 2,200,000) (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 an aggregate of 2,200,000 shares (the "Shares") and Warrants to be issued upon the payment of the Purchase PricePrice by the respective Investors in the amounts and denominations set forth in Annex I. The Purchase Price is $1.00 per share. The Company's obligation to sell the Shares to each Investor and each Investor's obligation to purchase Shares from the Company is several and represents a separate agreement. Upon receipt of the Purchase Price, which payment and receipt must occur within five (5) business days from Price by the date hereofEscrow Agent, the Company shall deliver to the respective 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.

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.

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.