Purchase and Sale of Securities Closing. Subject to the terms and conditions herein set forth, the Company hereby agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, at the Closing (as defined herein), for an aggregate purchase price of Two Million and no/100 Dollars ($2,000,000.00) (the "PURCHASE PRICE") the Securities. Subject to the satisfaction or waiver of the parties' respective conditions to closing set forth in Sections 3.1 and 3.2, the closing of the purchase and sale of the Securities (the "CLOSING") shall take place on May 31, 2002, or at such other time and on such other date as the Purchaser and the Company may agree (the "CLOSING DATE"), at the offices of Purchaser or at such other location as the Purchaser and the Company may agree. At the Closing, the Company will deliver to Purchaser one or more stock certificates, as Purchaser may request, registered in Purchaser's name evidencing the shares of Series C Preferred Stock and shares of Common Stock to be purchased by Purchaser, together with the Common Stock Warrants and the Series C Preferred Stock Warrants, against payment of the Purchase Price therefore by wire transfer of immediately available funds to or upon the order by the Company.
Purchase and Sale of Securities Closing. Subject to the terms and conditions herein set forth, the Company hereby agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, at the Closing (as defined herein), for an aggregate purchase price of One Million and no/100 Dollars ($1,000,000.00) (the “Purchase Price”) the Securities. Subject to the satisfaction or waiver of the parties’ respective conditions to closing set forth in Sections 3.1 and 3.2, the closing of the purchase and sale of the Securities (the “Closing”) shall take place on December 16, 2002, or at such other time and on such other date as the Purchaser and the Company may agree (the “Closing Date”), at the offices of Purchaser or at such other location as the Purchaser and the Company may agree. At the Closing, the Company will deliver to Purchaser one or more stock certificates, as Purchaser may request, registered in Purchaser’s name (or in its nominee name if designated by Purchaser) evidencing the shares of Common Stock to be purchased by Purchaser, together with the Common Stock Warrants, against payment of the Purchase Price therefore by wire transfer of immediately available funds to or upon the order by the Company.
Purchase and Sale of Securities Closing. (a) The Company has duly authorized the issuance and sale at the Closing of (i) an aggregate principal amount of up to $4,500,000 of senior secured promissory notes, having the terms set forth in the Form of Note attached hereto as Exhibit A (the “Note”), (ii) such number of warrants to purchase the aggregate number of shares of the Company’s Common Stock as is equal to the quotient derived by dividing the aggregate of all the Purchasers’ Subscription Amounts by 101% of the Closing Bid Price, which warrants shall be substantially in the form attached hereto as Exhibit B (each, a “Warrant” and collectively, the “Warrants”), and (iii) such number of shares of Common Stock issuable upon the exercise of the Warrants as is equivalent to the number of Warrants issued hereunder (collectively, the “Warrant Shares”, and together with the Notes and the Warrants, the “Securities”).
Purchase and Sale of Securities Closing. (a) The Company is authorized to offer and sell to the Purchasers an aggregate principal amount of a maximum of $3,000,000 of Debentures and Warrants to purchase a maximum of 12,000,000 shares of Common Stock. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, a minimum of $900,000 in principal amount of the Debentures and Warrants to purchase 3,600,000 shares of Common Stock. Thereafter, but in any event no later than June 24, 2015, the Company and the Purchasers shall conduct the Final Closing and on the Final Closing Date, the Company agrees to sell, and the Purchasers, severally, and not jointly, agree to purchase up to $3,000,000 in principal amount of the Debentures and Warrants to purchase up to 12,000,000 shares of Common Stock, less the principal amount of Debentures and corresponding number of Warrants sold at the Initial Closing. Subject to Section 2.3 of this Agreement, Purchasers that elect to deliver their Subscription Amount through the surrender of Prior Notes, may purchase up to $1,550,000 (plus accrued interest) of Debentures and Warrants. Solely for the purpose of clarity, any Prior Notes that are surrendered to the Company for cancellation in an Alternative Transaction shall not be included within maximum principal amount of Debentures and Warrants offered or sold hereunder. Each Debenture and Warrant to be issued at either the Initial Closing or Final Closing shall be identical in all respects except for (i) the date of issuance, (ii) the name of the Person to whom such Debenture or Warrant is being issued, and (iii) the principal amount of each such Debenture or number of shares of Common Stock issuable upon exercise of each such Warrant.
Purchase and Sale of Securities Closing. (1) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably agrees to purchase from the Company, and the Company agrees to sell to each Purchaser, the Securities for the aggregate purchase price set forth on the signature page of such Purchaser hereto (the “Subscription Amount”). The Securities to be issued to each Purchaser hereunder shall consist of (i) Shares in an amount equal the quotient of (x) such Purchaser’s Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one-tenth (0.1) of a share of Common Stock (the “Warrant Shares”) for every one (1) Share of Common Stock purchased hereunder, rounded down to the nearest whole number. The aggregate Subscription Amount for the Shares and Warrants shall be $2,500,000.
Purchase and Sale of Securities Closing. (a) At the Closing provided for in paragraph (b) below, the Company agrees to sell to each of the Purchasers, and subject to the terms and conditions hereof and in reliance upon the representations, warranties and covenants of the Company set forth in the Transaction Documents each of the Purchasers, severally and not jointly, agrees to purchase from the Company, Notes in such principal amount and Warrants to purchase such number of Warrant Shares, respectively, as specified opposite such Purchaser's name in Schedule A annexed hereto for the portion of the Purchase Price which is specified opposite the name of such Purchaser on Schedule A hereto. The Warrants and Warrant Shares shall have the benefit of the registration rights set forth in the Warrant and in the Registration Rights Agreement attached hereto as Exhibit C. The Notes shall be secured by the Collateral pursuant to the Security Agreement in the form of Exhibit D hereto.
Purchase and Sale of Securities Closing. (a) The Company agrees to sell to the Purchaser, and upon and subject to the terms and conditions hereof and, in reliance upon the representations and warranties of the Company, the Purchaser agrees to purchase from the Company, the Note.
Purchase and Sale of Securities Closing. 10 Section 2.01.
Purchase and Sale of Securities Closing. 11 Section 2.1 Authorization and Issuance of Securities...............11 Section 2.2 Purchase and Sale of Securities........................11 Section 2.3
Purchase and Sale of Securities Closing. 2.1 Authorization of Preferred Shares --------------------------------- On the terms and subject to the conditions hereof the Corporation has authorized the issuance of an aggregate of 1,000,000 shares of Convertible Preferred Stock (the "Preferred Shares") and has authorized the reservation of that number of shares of common stock of the Corporation (the "Common Stock") which will be issuable upon conversion of the Preferred Shares (the "Reserved Common Shares").
