Purchase and Sale of Units. The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”
Purchase and Sale of Units. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all right, title and interest in and to the Units free and clear of any Liens (other than any applicable restrictions under the Securities Act and other applicable securities Laws).
Purchase and Sale of Units. 2.1 Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $0.55 US per Unit. Upon execution, the subscription by the Subscriber will be irrevocable.
2.2 The Subscriber will complete the purchase of the Shares by delivering to the Company the following concurrently with the execution and delivery of this Subscription Agreement:
(A) payment of the Purchase Price by cheque, bank draft of cashier's cheque payable to the Company or a wire transfer sent to the Company's bank account; and
(B) the Accredited Investor Questionnaire Form, in the form delivered by the Company to the Subscriber.
2.3 Upon execution by the Company, the Company agrees to sell such Units to the Subscriber for the Purchase Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable.
2.4 Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations and requisite government forms required by the lawyers for the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber.
2.5 Pending acceptance of this subscription by the Company, all funds paid by the Subscriber shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.
2.6 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Agreement to the Subscriber's address indicated on the signature page of this Agreement.
2.7 The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.
Purchase and Sale of Units. Upon the following terms and conditions, the Company is offering to each Purchaser the number of Units set forth opposite such Purchaser’s name as Exhibit A hereto consisting of (i) nine (9) Preferred Shares, initially convertible into nine (9) shares of Common Stock (subject to adjustment); (ii) one (1) Common Share; (iii) two (2) Series A Warrants; and (iv) two (2) Series B Warrants. The designation, rights, preferences and other terms and provisions of the Preferred Shares are set forth in the Series A Certificate of Designation, substantially in the form attached hereto as Exhibit C (the “Series A Certificate of Designation”).
Purchase and Sale of Units. 2.1 The Units will be registered in the name of the Subscriber.
2.2 The issue of the Units will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities from time to time.
2.3 Closing will be completed at the offices of the Corporation, in San Francisco, California, at 5:00 p.m. (Pacific Time), or such other place or time as the Corporation may designate (the “Closing Time”) on the Closing Date. If the Closing does not occur on or before the Closing Date, the subscription proceeds will be returned to the Subscriber without interest or deduction and the Subscriber will have the right to withdraw this subscription and to terminate its obligations hereunder.
2.4 The Corporation shall have the right to reject this Subscription Agreement if it believes for any reason that the Subscriber is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission as presently in effect, or for any other reason in its sole and absolute discretion. Acceptance is evidenced only by execution of this Subscription Agreement by the Corporation in the space provided at the end of this Subscription Agreement.
Purchase and Sale of Units. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Units.
Purchase and Sale of Units. (a) At the Closing, upon the terms and subject to the conditions of this Agreement, each Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from such Seller, all Units owned by such Seller as of the Closing Date, in each case free and clear of any and all
(b) At the Closing, Buyer shall pay the Consideration as follows: (i) cash in an amount equal to $10,000,000 (the “Escrow Amount”), which amount shall be paid by wire transfer of immediately available funds to the account (the “Escrow Account”) designated by an escrow agent selected by Sellers and reasonably acceptable to Buyer (the “Escrow Agent”) pursuant to an escrow agreement substantially in the form of Exhibit A hereto, with such modifications, if any, as shall be requested by the Escrow Agent and mutually acceptable to Sellers and Buyer (the “Escrow Agreement”) and which Escrow Amount shall be released to Sellers and/or Buyer, as the case may be, pursuant to Section 1.3; and (ii) each Seller shall receive from Buyer its Sharing Percentage of the Cash Consideration by wire transfer of immediately available U.S. funds. The “Sharing Percentage” of each Seller shall be equal to the “Sharing Percentage” set forth opposite such Seller’s name on Annex A hereto. All deliveries and payments to be made by Buyer to Sellers under this Agreement shall be made in accordance with the Sharing Percentages set forth on Annex A attached hereto, as amended, and Buyer shall not be liable for the allocation of particular deliveries and payments among Sellers so long as such deliveries and payments are made in accordance with Annex A.
(c) For the purposes of this Agreement, the following terms shall be defined as follows: (i) The “Cash Consideration” shall mean cash in an amount equal to (i) $1,132,500,000 plus (ii) the Estimated Modified Net Working Capital minus Target Modified Net Working Capital (which amount, for the avoidance of doubt, may be a negative number) plus (iii) the positive amount of the Estimated Closing Date Capital Expenditure Account Balance. (ii) “Modified Net Working Capital,” as of a particular date, shall mean the current assets of the Company specified in Section 1.2 of the Disclosure Letter as of such date less the current liabilities of the Company specified in Section 1.2 of the Disclosure Letter as of such date, all as determined pursuant to, and using, the same accounting principles, methodologies and policies specified in Section 1.2 of the Disclosure Letter for det...
Purchase and Sale of Units. Subject to the terms and conditions hereof, at the Closing (as defined in Section 1(b) below), the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase from the Company, the Units as is set forth on such Purchaser’s Execution Page, for the Purchase Price. The Units will be evidenced by the Notes and the Warrants.
Purchase and Sale of Units. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, one-half of the number of Units set forth opposite such Purchaser’s name on the schedule of Purchasers set forth in Exhibit A attached hereto. The maximum number of Units issuable hereunder is 471,738 (comprising 1,886,952 Shares and Warrants for 471,738 Warrant Shares). The obligations of the Purchasers hereunder are several and not joint.
Purchase and Sale of Units. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase and Phage agrees to sell and issue to each Purchaser, severally and not jointly:
(1) at the Initial Closing, Units in amounts corresponding with the subscription amount set out opposite each Purchaser's name on Schedule I attached to this Agreement. The aggregate principal amount of all Units being issued at the Initial Closing pursuant to this Agreement is One Million Five Hundred Thousand Dollars ($1,500,000); and
(2) at the Second Closing, Units in the amount corresponding with the subscription amount set out opposite each Purchaser's name on Schedule I attached to this Agreement. The aggregate principal amount of all Units being issued at the Second Closing pursuant to this Agreement is One Million Five Hundred Thousand Dollars ($1,500,000).
