Purchase and Sale of Additional Shares Sample Clauses

Purchase and Sale of Additional Shares. (A) The Company has granted the Purchaser the right to purchase shares of Series B-2 Convertible Preferred Stock and Series B-3 Convertible Preferred Stock pursuant to the Collaboration Agreement. If the Purchaser exercises its right to purchase such additional Shares then, subject to the terms and conditions of this Agreement, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, that number of Shares determined by dividing the amount of the dollar investment by the Purchaser by the purchase price per share calculated in accordance with Section 1.2 of this Agreement. Each closing relating to the purchase of Shares following the Initial Closing shall be defined herein as a “Subsequent Closing,” and the Initial Closing and the Subsequent Closings shall be defined herein as the “Closings.” (B) Notwithstanding anything to the contrary set forth in subsection 1.3(A), if the number of Shares agreed to be purchased by the Purchaser at any Subsequent Closing, when coupled with all other shares of Series B Convertible Preferred Stock owned by the Purchaser, would exceed the maximum number of Shares allowed by NASDAQ Marketplace Rule 4350(i)(1)(B) without the approval of a majority of the total votes cast on the proposal by the stockholders of the Company, and such stockholder approval has not yet been obtained prior to such Subsequent Closing then at the relevant Closing, the Purchaser shall only be obligated to purchase that number of Shares permissible without stockholder approval under NASDAQ Marketplace Rule 4350(i)(1)(B). The Purchaser shall thereafter be obligated to purchase any Shares originally agreed to be purchased but not so purchased at such Closing due to the provisions of the previous sentence, subject to reduction as provided for in the next sentence, as promptly as practicable following such time as stockholder approval has been obtained by the Company (but in no event later than thirty (30) days following such approval). If the Company’s stockholders do not approve all purchases of Shares in accordance with NASDAQ Marketplace Rule 4350(i)(1)(B) on or before July 1, 2009, then any pending or future obligations to purchase Shares under this Agreement in excess of the maximum number of shares allowable under NASDAQ Marketplace Rule 4350(i)(1)(B) without stockholder approval shall be terminated or disallowed and the amounts payable to the Company under Sections 7.2, 7.3, 7.4 and 7.13 of the Collaboration ...
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Purchase and Sale of Additional Shares. Subject to the terms and conditions of this Agreement, Strategic shall issue and sell to PIPE Purchaser, and PIPE Purchaser shall purchase from Strategic, 8,000,000 shares (as adjusted for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) of Common Stock (the “Additional Shares” and together with the Stock Consideration, the “Shares”), representing $50,000,000 (the “Additional Shares Purchase Price”) divided by the Share Price. On the Closing Date, the PIPE Purchaser shall deliver the Additional Shares Purchase Price by wire transfer of immediately available funds in accordance with wire instructions provided to it by the SHR Parties. Strategic shall deliver a stock certificate representing the Additional Shares as set forth below in Section 5.2.5.1, subject to the WB Parties’ Book-Entry Option upon notice of the election of such option given by the WB Parties to Strategic no fewer than three Business Days prior to the Closing Date.
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Purchase and Sale of Additional Shares. Subject to the applicable terms and conditions set forth herein, the Company hereby agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from the Company, the Additional Shares, free and clear of all liens, claims, encumbrances and pre-emptive rights, other than any created by Purchaser. In consideration for the Additional Shares, Purchaser hereby agrees to pay to the Company, in cash, a purchase price of $5.75 per share for the Additional Shares, for an aggregate purchase price of $10,109,937 (the "Additional Purchase Price").
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Purchase and Sale of Additional Shares. At any time after the date hereof and prior to the Closing, Purchaser Representative may, in its sole and absolute discretion, deliver to the Company one or more written notices (the “Additional Purchase Notice(s)”), indicating Purchasers’ and/or Purchaser Designee’s desire to purchase additional shares of Common Stock (such number of shares indicated therein, the “Additional Shares”), at a price equal to the Price Per Share, up to an aggregate additional purchase price of Thirty Million Dollars ($30,000,000), which Additional Shares shall be allocated among Purchasers and/or the Purchaser Designee(s) as set forth in the Additional Purchase Notice(s). On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchasers and/or Purchaser Designee(s) shall purchase and acquire from the Company, and the Company shall issue and sell to Purchasers and/or Purchaser Designee(s), the Additional Shares. Promptly following execution and delivery of an Additional Purchase Notice, the Purchaser Representative shall deliver to the Company a revised copy of Schedule B, which shall set forth the portion of the Additional Purchase Price which each Purchaser and/or Purchaser Designee shall be responsible to pay, as determined by the Purchaser Representative in its sole discretion, and such revised Schedule B shall amend and restate Schedule B hereto without any further action by the Company or any other Party.
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Purchase and Sale of Additional Shares. (a) If either (i) the Company shall have delivered an Additional Investment Request pursuant to Section 1. 03 (b) (i) above which shall have become effective pursuant to Section 1.03(b)(ii) above or (ii) WCAS VII shall have delivered a Purchase Notice pursuant to Section 1.03(c) above, then, subject to the other terms and conditions of this Agreement, on the Subsequent Closing Date specified in such Additional Investment Request or Purchase Notice, as the case may be, the Company shall issue and sell to the Purchasers and the Founders, and the Purchasers and the Founders shall purchase from the Company, the number of Additional Shares specified in the Additional Investment Request or the Purchase Notice, as the case may be, subject to compliance with applicable securities laws, at a purchase price per share of $100, and the Company shall issue and deliver to the Purchasers and the Founders stock certificates in definitive form, registered in the names of the respective Purchasers and Founders, evidencing the Additional Shares purchased by them hereunder. (b) As payment in full for the Additional Shares being purchased by it hereunder, and against delivery of the certificate or certificates therefor as aforesaid, each Purchaser or Founder, as the case may be, shall pay to the Company on each Subsequent Closing Date the purchase price for the Additional Shares to be purchased by such Purchaser or Founder, as the case may be, on such Subsequent Closing Date, in accordance with the procedures established pursuant to Section 1.05 below.
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Purchase and Sale of Additional Shares. 2 1. 1 PURCHASE AND SALE OF THE ADDITIONAL SHARES...................................................2 1.2
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Purchase and Sale of Additional Shares. Article 4 of the Purchase Agreement is amended by replacing such Article in its entirety with the following:
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Purchase and Sale of Additional Shares. Subject to the -------------------------------------- terms and conditions of this Agreement, the Holder agrees to sell at the Closing, and Synbiotics agrees to purchase at the Closing, 0 shares of Common Stock of the Company (the "Additional Shares") for a purchase price (the "Purchase Price") in an amount equal to the excess of (i) $500,000 over (ii) the amount by which the aggregate amount of all accounts payable of the Company on the date hereof, including all outstanding loans to the Company by Synbiotics, exceeds the total amount of all accounts receivable (net of appropriate reserves) and cash of the Company on the date hereof. The Additional Shares shall be transferred to Synbiotics at the Closing and shall not be returned even if the Purchase Price, as adjusted in accordance with Section 1.3 below, differs or is zero.
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Purchase and Sale of Additional Shares 
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Related to Purchase and Sale of Additional Shares

  • Registration and Sale of Additional Shares The Fund will from time to time use its best efforts to register under the 1933 Act such number of Shares not already so registered as you may reasonably be expected to sell on behalf of the Fund. You and the Fund will cooperate in taking such action as may be necessary from time to time to comply with requirements applicable to the sale of Shares by you or the Fund in any states mutually agreeable to you and the Fund, and to maintain such compliance. This Agreement relates to the issue and sale of Shares that are duly authorized and registered under the 1933 Act and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund sees fit to sell them.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C-1 (the “Series A Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares (as defined in Section 1.3 below) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, (ii) Series J Warrants, in substantially the form attached hereto as Exhibit C-2 (the “Series J Warrants”), to purchase the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser, provided that such Purchaser purchases Notes for a purchase price equal to or greater than Two Million Dollars ($2,000,000) pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, and (iii) Series B Warrants, in substantially the form attached hereto as Exhibit C-3 (the “Series B Warrants” and, together with the Series A Warrants and the Series J Warrants, the “Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto. The Warrants shall expire five (5) years following the Closing Date, except for the Series J Warrants, which shall expire nine (9) months following the Closing Date. Each of the Warrants shall have an exercise price per share equal to the Warrant Price (as defined in the applicable Warrant).

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