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 $1,000,000 (the "Aggregate Amount") divided by $.35 cents per share (the "Purchase Price"), resulting in 2,857,143 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, 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 $1,000,000 4,000,000 (the "Aggregate AmountTotal Purchase Price") divided by $.35 cents per share a 12 1/2% discount of the Purchase Price (the "Purchase Price"as defined hereinafter), or $1.75 resulting in 2,857,143 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, 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 $1,000,000 4,000,000 (the "Aggregate Amount") divided by $.35 cents per share the Purchase Price (the "Purchase Price"as hereinafter defined), resulting in 2,857,143 2,500,000 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, 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 $1,000,000 4,000,000 (the "Aggregate Amount") divided by $.35 cents per share the Purchase Price (the "Purchase Price"as hereinafter defined), resulting in 2,857,143 2,352,941 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, 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 Buyer and the Investor Buyer shall purchase from the Company that number of shares of Common Stock equal to $1,000,000 (i) the "Aggregate Amount") Purchase Price divided by $.35 cents per share (ii) the "Purchase Per Share Price"), resulting in 2,857,143 . Such shares (the "Purchased Shares") to shall be issued upon to the payment Buyer on the Closing Date against receipt of the Purchase Price. Upon receipt of the Purchase Price, the Company The shares shall deliver to the Investor be evidenced by one or more certificates representing such Purchased Shares issued in the Sharesname of the Buyer, 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 $1,000,000 4,000,000 (the "Aggregate Amount") divided by $.35 cents per share the Purchase Price (the "Purchase Price"as hereinafter defined), resulting in 2,857,143 1,324,503 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, 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 $1,000,000 the Total Purchase Price divided by a 24% discount of the Purchase Price (as defined hereinafter) (the "Aggregate Amount") divided by $.35 cents per share (the "Purchase PriceShares"), resulting in 2,857,143 shares (the "Shares") 717,703 Shares to be issued upon the payment of the Purchase Price. Upon receipt of the Total Purchase Price, 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 $1,000,000 2,000,000 (the "Aggregate Amount") divided by $.35 cents per share the Purchase Price (the "Purchase Price"as hereinafter defined), resulting in 2,857,143 3,333,333 shares (the "Shares") to be issued upon the payment of the Purchase Price. Upon receipt of the Purchase Price, 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.