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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: (i) One hundred (100) shares of Common Stock. (ii) A Series A Warrant to purchase fifty-eight (58) shares of Common Stock, in substantially the same form as Exhibit A, at an exercise price of $1.87 per share. The Series A Warrants shall be exercisable after six months and will have a five year term. The Series A Warrants will also have a cashless feature. (iii) A Series B Warrants, in substantially the same form as Exhibit B, to purchase seventy-eight (78) shares of Common Stock at an exercise price of $1.13 per share. The Series B Warrants shall be exercisable after six months and will have a three year term. (iv) For every two shares of Common Stock the Investor purchases upon exercise of a Series B Warrant, the Investor will receive an additional Series C Warrant, in substantially the same form as Exhibit C, to purchase one share of Common Stock. The Series C Warrant shall be exercisable after six months and will have an exercise price of $1.94 and a five year term. Each warrant will have a prohibition on exercise in the event that the holder of such warrant would beneficially own over 9.99% of the Company’s issued and outstanding stock. Additionally, each warrant will contain a provision that prohibits exercise in the event that exercise will permit a “change of control” as that term is interpreted by the applicable rules and interpretations of any market on which the Company’s securities trade.
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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. (b) Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price for the Common Stock and Warrants set forth on the signature page hereof (the “Purchase Price”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of “Novint Technologies, Inc.” (c) The Common Stock offered hereby is sold at a price per share of $1.00 (the “Purchase Price Per Share”). The corresponding Warrants are sold, based on the aggregate subscription amount, to equal 50% coverage of the subscription amount. Such Warrants shall have an exercise price per share of $2.00. By way of example only, if a subscription is made for $500,000, the Subscriber would receive (i) 500,000 shares of Common Stock and (ii) a Warrant to purchase 250,000 shares at an exercise price of $2.00 per share. The purchase price of the Common Stock hereunder is subject to adjustment, as set forth below. (d) In the event, that after the date hereof, the Company shall complete an o...
Sample 1
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.
Sample 1
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.
Sample 1
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 Unit will be comprised of:
Sample 1
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.
Sample 1
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 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 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”). (b) The Purchaser shall purchase the Purchased Shares and pay the Share Purchase Price on the Closing Date, by wire transfer of immediately available funds to an account designated in writing by the Company. The Purchased Shares shall be issued to the Purchaser on Closing by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Company’s transfer agent containing notations of the legends contemplated by this Agreement, together with delivery of an ownership statement to the Purchaser; and (B) the deposit of a certificate evidencing the Purchased Shares to The Canadian Depository for Securities Limited as depository, bearing a restricted CUSIP designation referencing the legends contemplated by this Agreement, for credit to the participant and brokerage account of the Purchaser, as directed by the Purchaser; or (ii) physical delivery of a certificate representing the Purchased Shares registered in the name of the Purchaser or in such other name as the Purchaser shall notify the Company in writing not less than one Business Day prior to the Closing.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • 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.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of Shares (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

Most Referenced Clauses

Most Referenced Definitions