Purchase and Sale of Securities; the Closing Sample Clauses

Purchase and Sale of Securities; the Closing. The Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company (a) Notes in an aggregate principal amount of $3,000,000 and (b) Warrants to purchase an aggregate of 475,000 Stock Units, at a combined purchase price equal to 100% of the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is equal to $0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and the Company agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and the Company agree to report payments of interest on the Notes consistent with this determination of value. The closing (the "Closing") of such purchase of the Securities shall be held at 7:00 a.m., Los Angeles time, on May 6, 1997 (the "Closing Date"), at the office of Milbank, Tweed, Xxxxxx & XxXxxx, Los Angeles, or at such other time or place as the parties hereto may mutually agree; provided, however, that if the Closing Date shall not have occurred within ten (10) Business Days after the date hereof, the Purchasers' obligation to purchase and pay for the Notes hereunder shall be terminated and the Purchasers shall have no liability or further obligations hereunder. On the Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Notes and Warrants, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.
Sample 1See All (6)
AutoNDA by SimpleDocs
Purchase and Sale of Securities; the Closing. The Company shall sell to the Purchaser and, subject to the terms and conditions hereof, the Purchaser shall purchase from the Company 500 shares of the Securities, at an aggregate purchase price equal to $3,000.00. The closing (the "Closing") of such purchase of the Securities shall be held at 10:00 a.m., Los Angeles time, on May 24, 2002 (the "Closing Date"), at the offices of the Company, or at such other time or place as the parties hereto may mutually agree. On the Closing Date or such other date as the Company and the Purchaser shall agree, the Company shall deliver to the Purchaser one or more certificates representing the Securities, registered in the Purchaser's name or in the name of the Purchaser's designee in any denominations, all as the Purchaser may specify by notice in the form attached hereto as Exhibit C, delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Securities, registered in the Purchaser's name), duly executed and dated the Closing Date, against the Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price. On the Closing Date or such other date as the Company and the Purchaser shall agree, the Purchaser shall deliver immediately available funds to the Company in accordance with the wire transfer instructions set forth below:
Sample 1
Purchase and Sale of Securities; the Closing. The Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company the Series D Preferred Stock and the Warrants, at an aggregate purchase price equal to the aggregate liquidation preference on the Series D Preferred Stock. The closing (the "Initial Closing") of such purchase of the Securities shall be held at 10:00 a.m., Los Angeles time, on October 6, 2000 (the "Initial Closing Date"), at the office of Milbank, Tweed, Xxxxxx & XxXxxx, Los Angeles, or at such other time or place as the parties hereto may mutually agree. On the Initial Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Series D Preferred Stock set forth as being purchased by such Purchaser on Schedule I and the proportionate number of Warrants, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Initial Closing Date (or, in the absence of such notice, one certificate representing the Series D Preferred Stock and one Warrant agreement, registered in such Purchaser's name), duly executed and dated the Initial Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.
Sample 1
Purchase and Sale of Securities; the Closing. The Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company the Series I Preferred Stock, at an aggregate purchase price equal to the aggregate liquidation preference on the Series I Preferred Stock. The closing (the "Initial Closing") of such purchase of the Securities shall be held at 2:00 p.m., Eastern time, on the Effective Date (the "Initial Closing Date"), at the principal executive office of the Company in King of Prussia, Pennsylvania, or at such other time or place as the parties hereto may mutually agree. On the Initial Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Series I Preferred Stock set forth as being purchased by such Purchaser on Schedule I, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Initial Closing Date (or, in the absence of such notice, one certificate representing the Series I Preferred Stock, registered in such Purchaser's name), duly executed and dated the Initial Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.
Sample 1
Purchase and Sale of Securities; the Closing. In reliance upon the representations of the Company contained in Section 1.2 and the representations of the Purchaser contained in Section 1.3, and subject to the terms and conditions described herein, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company 15,000 shares of Series AA-2 Preferred, (the "Shares"); and (ii) warrants (the "Warrants") to purchase up to 750,000 shares of Common Stock at an exercise price per share equal to $.50 and upon other terms as provided in the form attached hereto as Exhibit A. (The Shares, the Warrants and the Common Stock underlying the Shares and the Warrants are referred to herein collectively as the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting of 100 Shares and Warrants to purchase 5,000 shares of Common Stock). The Securities shall be sold to the Purchaser in consideration of the payment by the Purchaser to the Company of $10,000 per Unit (the "Purchase Price") for an aggregate of $1,500,000 for 150 Units. The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 Preferred Stock in the form attached hereto as Exhibit B (the "Certificate"). The purchase and sale of the Securities shall take place contemporaneous with the execution of this Agreement (the "Closing") on the date hereof (the "Closing Date"), at the offices of Holiday RV Superstores, Inc. in Ft. Lauderdale, Florida, or at such other place as Purchaser and the Company may mutually agree. On or prior to the Closing Date, the Purchaser purchasing Securities at the Closing will deliver to the Company immediately available funds or by check in the amount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writing. On the Closing Date, the Company will deliver to each Purchaser an executed Warrant, certificates representing the Shares in proper legal form and counterpart copies of the other documents, certificates and legal opinion contemplated by Section 2. If, by May 3, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchaser shall have such registration rights a...
Sample 1
Purchase and Sale of Securities; the Closing. The Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company Notes in an aggregate principal amount of up to $3,000,000, at a purchase price equal to 100% of the aggregate principal amount of the Notes. The closing (the "Closing") of such purchase of the Securities shall be held at 10:00 a.m., Los Angeles time, on September 1, 2000 (the "Closing Date"), at the office of Milbank, Tweed, Hadley & McCloy, LLP, Los Angeles, xx xx sucx xxxxr time or place as the parties hereto may mutually agree. On the Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Notes, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.
Sample 1
Purchase and Sale of Securities; the Closing. Issuer shall sell to Purchaser and, subject to the terms and conditions hereof, Purchaser shall purchase from Issuer, the Securities at a price equal to $199,980.00, less amounts withheld in accordance with Section 13.1. The closing (the "Closing") of such purchase of the Securities shall take place on the date hereof, or at such other time as the parties hereto may mutually agree; provided, however, that if the initial Closing Date shall not have occurred on or prior to December 31, 1997, Purchaser's obligation to purchase and pay for the Note and Warrant, and the Issuer's obligations to sell the Note and Warrant hereunder, shall be terminated and Purchaser and Issuer shall have no liability or further obligations hereunder. On the Closing Date, the Issuer will deliver to Purchaser at the offices of Stradling, Yocca, Xxxxxxx & Xxxxx in Newport Beach, California, or at such other place as Issuer and Purchaser may agree, the Note and Warrant, in the name of Purchaser or its nominee, duly executed and dated the Closing Date, against Purchaser's delivery to Issuer of immediately available funds in the amount of the purchase price.
Sample 1
AutoNDA by SimpleDocs

Related to Purchase and Sale of Securities; the Closing

  • Purchase and Sale of Securities The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.

  • Issuance and Sale of Securities The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

  • 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).

  • Delivery of Securities After Closing The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

  • PURCHASE AND SALE OF SECURITIES; CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

  • Purchases and Sales of Securities The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 0000 Xxx) not to, purchase and then resell or otherwise transfer any Securities.

  • 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 the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!