Purchase and Sale of the Common Stock and Warrants Sample Clauses

Purchase and Sale of the Common Stock and Warrants. Subject to the terms and conditions of this Agreement, the Investor shall purchase, and the Company shall sell and issue to the Investor, the Units. If there is more than one Investor, such Investors will participate as described on Schedule A and, in such case, each reference to “Investor” should be interpreted to mean the Investors listed on Schedule A. Each 100 Units will be comprised of:
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Purchase and Sale of the Common Stock and Warrants. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, Common Stock, and Warrants to purchase Common Stock in amount set forth on the signature page to this Agreement. The Subscriber understands that this subscription is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering to the Subscriber at the Subscriber’s address set forth herein, a counterpart copy of the signature page to this Subscription Agreement indicating the Company’s acceptance of this Subscription. The Company reserves the right, in its sole discretion for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription Agreement by the Company, the Company will promptly issue and deliver to Subscriber the Common Stock and Warrants for the amount subscribed to against payment in U.S. Dollars of the Purchase Price (as defined below). If this subscription is rejected, the Company and the Subscriber shall thereafter have no further rights or obligations to each other under or in connection with this Subscription Agreement. If this subscription is not accepted by the Company on or before the last day of the Offering Period, this subscription shall be deemed rejected.
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Purchase and Sale of the Common Stock and Warrants. Subject to the terms and conditions of this Agreement and the satisfaction of the conditions to Closing (as defined below) and subject to the closing of the Merger and the Offering, the Company agrees to sell to the Investors, and the Investors agree to purchase from the Company, for an aggregate purchase price of $2,000,000 (the “Purchase Price”) a certain number of shares of restricted Common Stock (the “Restricted Shares”), as described in the following sentence, and 333,333 Warrants. The Warrants shall be issued pursuant to a Warrant Certificate substantially in the form attached hereto as Exhibit A. The number of Restricted Shares shall be (a) if the Minimum is raised in the Offering, 4,833,333 Restricted Shares; (b) if the Maximum or over Maximum including any Over-allotment is raised in the Offering, 5,533,333 Restricted Shares; and (c) if more than the Minimum but less than the Maximum is raised in the Offering, 4,833,333 Restricted Shares, plus additional Restricted Shares such that the aggregate number of Restricted Shares and Warrants will represent a collective ownership of the Investors, on a fully-diluted basis taking into account the exercise of all outstanding options and warrants, including all Warrants (whether or not currently exercisable, including the Warrants being purchased by the Investors hereunder), of 15% of the Common Stock as of the date the Restricted Shares are issued. The Common Stock to be sold to the Investors pursuant to this Section 1 and the 333,333 Warrants shall sometimes be collectively referred to as the “Purchased Securities”. The Purchased Securities shall be allocated among the Investors based upon the investment amounts set forth on Appendix A hereto.
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Purchase and Sale of the Common Stock and Warrants. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investor hereby purchases from the Company, severally and not jointly, the number of Shares and Warrants set forth opposite such Investor’s name in Schedule 1, for the aggregate purchase price set forth opposite such Investor’s name in Schedule 1 (the “Purchase Price”). Upon satisfaction of the conditions set forth in Section 1.2, the closing of the purchase and sale of the Shares and the Warrants (the “Closing”) shall occur at the offices of Xxxxxx Rosedale & Xxxxxxxxx LLP, or such other location as the parties shall mutually agree. Notwithstanding the foregoing, up to an aggregate of 171,287 Shares and 68,514 Warrants may be issued and sold by the Company to one or more additional purchasers who shall execute and become a party to this Agreement at any time on or before December 17, 2004.
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Purchase and Sale of the Common Stock and Warrants. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Company agrees to issue and sell to the Investors and each of the Investors agree, severally and not jointly, to purchase from the Company (i) the number of shares of Common Stock set forth opposite such investor's name on Schedule I (the "Shares") and (ii) the number of Warrants set forth opposite such investor's name on Schedule I (collectively, the "Warrants") at a purchase price of $2.30 for each share of Common Stock and $0.10833 for each warrant or $2.43 for each "unit" of one share of Common Stock and one and two-tenths (1.20) Warrants (the "Units"). The Company and Investors agree that, notwithstanding any appraisal or other valuation to the contrary, for income tax and other purposes each shall use only the separate value of a share of the Common Stock and a Warrant set forth above as the true value of a share of Common Stock and a Warrant and the purchase price for each Unit shall be allocated in a similar manner among the share of Common Stock and the Warrants included in each Unit. The rights, privileges and terms of the Warrants are as set forth in the form of Warrant attached hereto as Exhibit A.
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Purchase and Sale of the Common Stock and Warrants. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investor hereby purchases from the Company, severally and not jointly, the number of Shares and Warrants set forth opposite such Investor’s name in Schedule 1, for the Purchase Price. Upon satisfaction of the conditions set forth in Section 1.2, the closing of the purchase and sale of the Shares and the Warrants (the “Closing”) shall occur at the offices of the Company, or such other location as the parties shall mutually agree. Notwithstanding the foregoing, up to an aggregate of 65,359 Shares and 65,359 Warrants may be issued and sold by the Company to one or more additional purchasers who shall execute and become a party to this Agreement at any time on or before March 17, 2006.
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Purchase and Sale of the Common Stock and Warrants 
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Related to Purchase and Sale of the Common Stock and Warrants

  • 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 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 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 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 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 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 (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.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • 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.

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