PURCHASE AND SALE OF SHARES, SPECIAL WARRANTS AND WARRANTS Sample Clauses

PURCHASE AND SALE OF SHARES, SPECIAL WARRANTS AND WARRANTS. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell to Purchaser and Purchaser agrees to purchase from the Company for an aggregate purchase price of $270 million (the "Purchase Price") (a) shares of Common Stock representing 24.9% of the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of such shares (the "Shares"), (b) Special Warrants representing the right to acquire a number of shares of Common Stock equal to the difference between (i) 24.9% of the sum of (A) the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and the exercise of the Special Warrants, and assuming the conversion B-2
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PURCHASE AND SALE OF SHARES, SPECIAL WARRANTS AND WARRANTS. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell to Purchaser and Purchaser agrees to purchase from the Company for an aggregate purchase price of $270 million (the "Purchase Price") (a) shares of Common Stock representing 24.9% of the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of such shares (the "Shares"), (b) Special Warrants representing the right to acquire a number of shares of Common Stock equal to the difference between (i) 24.9% of the sum of (A) the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and the exercise of the Special Warrants, and assuming the conversion into Common Stock of all the 2001 Notes outstanding on the Closing Date at the conversion price resulting from adjustments made as a result of the Tender Offer and the Distributions and (B) the number of any shares of Contingent Stock that are issued, and (ii) 24.9% of the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and (c) Warrants to purchase one share of Common Stock for each Share so purchased and for each share into which the Special Warrants become exercisable.
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PURCHASE AND SALE OF SHARES, SPECIAL WARRANTS AND WARRANTS. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell to Purchaser and Purchaser agrees to purchase from the Company (a) shares of Common Stock representing 24.9% of the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of such shares (the "Shares"), (b) Special Warrants representing the right to acquire a number of shares of Common Stock equal to the difference between (i) 24.9% of the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and assuming the conversion into Common Stock of all the 2001 Notes at a conversion price of $19.00, and (ii) 24.9% of the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and (c) Warrants to purchase one share of Common Stock for each Share so purchased and for each share into which the Special Warrants are exercisable as of the Closing Date for an aggregate purchase price of $270 million (the "Purchase Price").
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Related to PURCHASE AND SALE OF SHARES, SPECIAL WARRANTS AND WARRANTS

  • 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 Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). 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 Regulation S promulgated thereunder. 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.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • 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 Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • 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.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

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