Purchase and Sale of Common Stock Closing Sample Clauses

Purchase and Sale of Common Stock Closing. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to Purchaser and Purchaser hereby agrees to purchase from the Company upon the execution of this Agreement Two Million Five Hundred Sixty-Five Thousand Eight Hundred Eighty (2,565,880) shares of its common stock, par value $0.001 per share (the “Initial Shares”) for a purchase price of $0.3605 per share, in consideration of payment of Nine Hundred Twenty-Five Thousand Dollars ($925,000.00) (the “Purchase Price”). The Purchase Price per share is equal to 70% of the average closing price of the Company’s common stock for the four trading days including and immediately preceding the Effective Date. (b) The closing of the purchase and sale of the Initial Shares shall occur at the offices of the Company at noon Pacific Time, on the date first written above (the “Initial Closing”) At the Initial Closing, subject to the terms and conditions hereof, the Company will instruct its transfer agent to issue to Purchaser the Initial Shares, against payment of the Purchase Price therefore by check or wire transfer made payable to the order of the Company. (c) Following the Effective Date, the Company intends to offer to certain existing shareholders of the Company the opportunity to purchase on or before the Subsequent Closing (defined below) up to Two Million Five Hundred Sixty-Five Thousand Eight Hundred Eighty (2,565,880) shares of its common stock, par value $0.001 per share (the “Subsequent Closing Shares”) for a purchase price of $0.3605 per share, in consideration of payment of up to Nine Hundred Twenty-Five Thousand Dollars ($925,000.00) (the “Subsequent Closing Purchase Price”). In the event such offerees indicate an intent to acquire none of the Subsequent Closing Shares or less than all of the Subsequent Closing Shares (such difference herein called the “Remaining Shares” and with the “Initial Shares”, the “Shares”), then the Company shall sell and the Purchaser shall purchase the Remaining Shares at the Subsequent Closing. The closing of the purchase and sale of the Remaining Shares shall occur at the offices of the Company at 10:00 a.m. Pacific Time, on August 29, 2008 (the “Subsequent Closing”); provided, however, that the Company, in its sole and absolute discretion, may extend the date of the Subsequent Closing, but not to a date later than September 2, 2008. At the Subsequent Closing, if any, subject to the terms and conditions hereof, the Company will ...
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Purchase and Sale of Common Stock Closing. 6 Section 2.1. Purchase and Sale of Common Stock..................... 6 Section 2.2. Closing............................................... 6 ARTICLE III
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Purchase and Sale of Common Stock Closing. Subject to the terms and conditions of this Agreement, SV will cause SOA to sell, transfer and convey to SK, and SK will purchase from SOA, 8,174,387 shares of Common Stock at a purchase price of $18.35 per share (the "Buyback"). The closing of the Buyback (the "Closing") shall be held at the place and time of the closing of the Secondary Offering (as hereinafter defined) (the "Closing Date"). At the Closing, (i) SOA will deliver to SK certificates representing 8,174,387 shares of Common Stock, with appropriate stock powers attached, properly signed and with any necessary documentary or transfer tax stamps duly affixed and canceled, and (ii) SK will pay to SOA the amount of $150,000,001.45 by wire transfer of immediately available funds to an account designated by SV in writing on or before the second business day prior to the Closing Date.
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Purchase and Sale of Common Stock Closing 
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Related to Purchase and Sale of Common Stock Closing

  • 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 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 Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • 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.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • 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 Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, 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.

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