Purchase and Sale of Unsubscribed Shares Sample Clauses

Purchase and Sale of Unsubscribed Shares. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to offer to sell to Xxxxxx Bay Partners, L.P. as a standby purchaser (the “Standby Purchaser”), and the Standby Purchaser shall have the right to purchase from the Company, at the subscription price set forth in the Rights Offering (the “Subscription Price”), the number of Underlying Shares (up to 2,739,958 Underlying Shares in total) (the “Standby Shares”), that remain available for subscription after allocating all of the Underlying Shares validly subscribed for through the exercise of rights (the “Rights”) in the Rights Offering (such remaining shares being hereinafter referred to as the “Unsubscribed Shares”).
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Purchase and Sale of Unsubscribed Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to you as a standby purchaser (the “Standby Purchaser”), and the Standby Purchaser agrees to purchase from the Company, at the $3.00 subscription price set forth in the Prospectus (the “Subscription Price”) Common Shares (the “Standby Shares”) which remain available for issuance in accordance with the Rights Offering after the issuance of all Common Shares validly subscribed for through the exercise of rights (the “Rights”), including the exercise of all oversubscription privileges, in the Rights Offering (such remaining shares being hereinafter referred to as the “Unsubscribed Shares”).
Sample 1
Purchase and Sale of Unsubscribed Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to you as a standby purchaser (the "Standby Purchaser") and the Standby Purchaser agrees to purchase from the Company at the subscription price set forth in the Prospectus (the "Subscription Price") up to ___________ shares of Common Stock (the "Standby Shares") which remain available for issuance in accordance with the Rights Offering after the issuance of all shares of Common Stock validly subscribed for through the exercise of rights (the "Rights"), including the exercise of all oversubscription privileges, in the Rights Offering (such remaining shares being hereinafter referred to as the "Unsubscribed Shares").
Sample 1
Purchase and Sale of Unsubscribed Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to you, on behalf of your discretionary clients listed on Exhibit A hereto (the "Discretionary Clients"), as a standby purchaser (the "Standby Purchaser") and the Standby Purchaser agrees to purchase from the Company, on behalf of the Discretionary Clients, at the Subscription Price of $_____ per share up to $____ million or ______ shares of Preferred Stock ("Standby Shares") which remain available for issuance in accordance with the Rights Offering after the issuance of all shares of Preferred Stock validly subscribed for through the exercise of Rights (including the exercise of all oversubscription privileges) in the Rights Offering and the Private Offering (such remaining shares being hereinafter referred to as the "Unsubscribed Shares").
Sample 1
Purchase and Sale of Unsubscribed Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to you as a standby purchaser (the “Standby Purchaser”), and the Standby Purchaser agrees to purchase from the Company, at the subscription price set forth in the Prospectus (the “Subscription Price”) up to [__________]Common Shares (the “Standby Shares”) which remain available for issuance in accordance with the Rights Offering after the issuance of all Common Shares validly subscribed for through the exercise of rights (the “Rights”), including the exercise of all oversubscription privileges, in the Rights Offering (such remaining shares being hereinafter referred to as the “Unsubscribed Shares”). (b) The Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties (collectively, the “Standby Purchasers”) on terms substantially similar to this Agreement, except that they may provide for the purchase of a different maximum number of Standby Shares in Section 1(a) and a different number of Minimum Shares (as defined in Section 1(c)). The Unsubscribed Shares available for issuance to
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Related to Purchase and Sale of Unsubscribed Shares

  • 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, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. 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 $7.00 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 Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • 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 Company Shares Sale of Company Shares

  • 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 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 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.

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