Purchase and Sale of Purchased Securities Sample Clauses

Purchase and Sale of Purchased Securities. The Company hereby agrees to sell to you and you hereby agree to purchase from the Company, in accordance with the provisions hereof, the aggregate principal amount of Notes set forth below your name on Annex 1 and the aggregate amount of Warrants set forth below your name on Annex 1, at an aggregate purchase price for such Notes and Warrants equal to one hundred percent (100%) of the principal amount of Notes to be purchased.

Purchase and Sale of Purchased Securities. Subject to the terms and conditions of this Exchange Agreement, the Vendor hereby agrees to sell, assign and transfer the Purchased Securities to the Purchaser and the Purchaser agrees to purchase the Purchased Securities from the Vendor for the aggregate purchase price (the “Purchase Price”) equal to the value of the Issued Shares, which the parties hereto have determined to be the fair market value of the Purchased Securities at the date and time hereof.

Purchase and Sale of Purchased Securities. The Seller hereby agrees to sell, transfer, assign, convey and set over to the Buyer, and the Buyer hereby agrees to purchase and acquire from the Seller, on the Closing Date the Purchased Securities, free and clear of all Encumbrances, on the terms and conditions contained in this Agreement.

Purchase and Sale of Purchased Securities. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Shares set forth below such Investor's name on the signature pages hereof, (ii) a Series C Warrant and (ii) a Series D Warrant. The purchase price for the Purchased Securities being purchased by an Investor (the "PURCHASE PRICE") shall be equal to (x) the number of Shares purchased by such Investor TIMES (y) $1.80 (the "SHARE Price"), provided that the Purchase Price shall be allocated among the Purchased Securities as may be agreed to among the Company and such Investor. The date on which the closing of the purchase and sale of the Purchased Securities occurs (the "CLOSING") is hereinafter referred to as the "CLOSING DATE". The Closing will be deemed to occur when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to Closing described in Section 5 hereof has been satisfied or waived as specified therein and (C) except as otherwise provided in the following sentence, full payment of each Investor's Purchase Price has been made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Purchased Securities purchased by such Investor at the Closing.

Purchase and Sale of Purchased Securities. On the terms and subject to the conditions set forth herein, the Company agrees to sell, issue and deliver to Purchaser, and Purchaser agrees to purchase and acquire from the Company, on the Closing Date (as defined below), the Purchased Securities.

Purchase and Sale of Purchased Securities. (i) The Issuers hereby agree to sell to you and you hereby agree to purchase from the Issuers, in accordance with the provisions hereof, the aggregate principal amount of Notes set forth below your name on Annex 1 and Annex 1A; and (ii) the Company hereby agrees to sell to you and you hereby agree to purchase from the Company, in accordance with the provisions hereof, the aggregate number and series of Additional Shares in accordance with Annex 1 and Annex 1(A) attached hereto, for an aggregate purchase price for such Notes and such Additional Shares (collectively the "Purchased Securities") equal to one hundred percent (100%) of the principal amount of the Notes to be purchased.

Purchase and Sale of Purchased Securities. Subject to the terms and conditions of, and on the basis of and in reliance upon the covenants, agreements and representations and warranties set forth in, this Agreement, at the Closing (as defined below), each Seller shall sell, transfer, convey, assign, and deliver to the Buyer, and the Buyer shall purchase and acquire from each Seller, free and clear of all Encumbrances, all of the Purchased Securities set forth opposite such Seller's name on Schedule I attached hereto at such Seller's Proportionate Interest of the Purchase Price (as defined below) therefor, as set forth opposite such Seller's name on such Schedule I.

Purchase and Sale of Purchased Securities. Subject to the terms and conditions of this Agreement, at the Closing Date, MTLM agrees to purchase from the Shareholders and the Shareholders agree to sell, transfer and convey to MTLM, the Purchased Securities.

Purchase and Sale of Purchased Securities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, transfer and deliver to Purchaser, and Purchaser will purchase, accept and receive from Seller, the Purchased Securities, free and clear of all Security Interests other than restrictions on transfer arising under applicable federal and securities Laws. The Transferring Subsidiaries hereby acknowledge and agree that, upon the direction of Seller made pursuant to Sections 2.6(b)(i) and (ii), they will cause the respective Subsidiary Securities to be transferred in the manner set forth in Schedule I. SMRH:224615386.2 9

Purchase and Sale of Purchased Securities. (a) Subject to the terms and conditions of this Agreement, each Purchaser, individually and not jointly, irrevocably and unconditionally agrees and undertakes to purchase, and the Company agrees to sell and issue to each Purchaser, a number of Units in the amount set forth on the Purchaser’s signature page hereto at a purchase price of US$1.00 per Unit. The aggregate purchase price for the Units for each Purchaser (the “Investment Amount”) will be paid in United States Dollars in accordance with Section 2 hereof. No certificates for Units will be issued and only certificates for the aggregate shares of Common Stock and aggregate Warrants purchased will be issued. (b) The Investment Amount of each Purchaser shall be funded in three tranches (each, a “Tranche”), as follows: (i) The first Tranche, to be funded as of the date hereof, shall be in the aggregate amount of Five Hundred Thousand Dollars (US$500,000.00) (the “First Tranche”). (ii) The second Tranche (the “Second Tranche”), to be funded on the 90th day following the Effective Date (as defined below) (or the next applicable business day) (the “Second Tranche Funding Date”), shall be in the aggregate amount of Five Hundred Thousand Dollars (US$500,000.00). (iii) The third Tranche (the “Third Tranche”), to be funded on the 180th day following the Effective Date (or the next applicable business day) (the “Third Tranche Funding Date”), shall be in the aggregate amount of Five Hundred Thousand Dollars (US$500,000.00). (c) As used herein, the term “Effective Date” means the date as of which both: (i) a registration statement covering the shares of Common Stock included as part of the Units has been declared effective by the Securities and Exchange Commission and (ii) the Company has received a ticker symbol for its Common Stock and caused its Common Stock to be eligible for trading on the Over-the-Counter Bulletin Board, OTCQB Market or similar trading system.