Purchase and Sale of Warrants. The purchase and sale of the Warrants shall occur simultaneously with the consummation of the IPO. At least 24 hours prior to the date of the final prospectus in connection with the IPO, the undersigned shall deliver $100,000.00 (the “Purchase Price”) to Continental or such other agent as may be agreed to by the parties hereto (“Agent”) to hold in an account until the Company consummates the IPO. Simultaneously with the consummation of the IPO, Agent shall deposit the Purchase Price, without interest or deduction, into a trust account established by the Company for the benefit of the Company’s public stockholders at JX Xxxxxx Chase Bank, N.A., and maintained by Continental, as trustee. In the event that the IPO is not consummated within fourteen (14) days of the date the Purchase Price is delivered to Agent, Agent shall return the Purchase Price to the Purchaser, with accrued interest.
Purchase and Sale of Warrants. In addition to the foregoing and subject to the terms and conditions hereof, at the Closing identified in Section 2 hereof, the Company shall issue to the Purchaser one or more Warrants to purchase shares of Common Stock on the following terms:
Purchase and Sale of Warrants. The Seller hereby sells, assigns, transfers and conveys the Warrants to the Purchaser, and the Purchaser hereby purchases the Warrants from the Seller, free and clear of all liens, charges, encumbrances and security interests, upon the terms and conditions set forth herein.
Purchase and Sale of Warrants. 8 SECTION 2.01. Authorization and Issuance of Warrant Stock and Warrants..............................................................8 SECTION 2.02. Issuance of Warrants...................................8 SECTION 2.03. Purchase for Initial Holders' Account..................9 SECTION 2.04.
Purchase and Sale of Warrants. On the Closing Date, the Company agrees to deposit with the Escrow Agent, to be held in escrow in accordance with the terms of the Escrow Agreement and to be released to the Purchasers on the Escrow Release Date, and each GAP Purchaser, severally and not jointly, agrees to purchase from the Company on the Escrow Release Date subject only to the terms and provisions of the Escrow Agreement, the Warrant to purchase the aggregate number of shares of Common Stock set forth opposite such GAP Purchaser's name on Schedule 2.3 hereto, for the aggregate purchase price set forth opposite such GAP Purchaser's name on Schedule 2.3 hereto which is being deposited by each such Purchaser with the Escrow Agent not later than 5:00 p.m., New York City time, on November 9, 2001, to be distributed in accordance with the terms of the Escrow Agreement (all of the shares of Common Stock issuable upon the exercise of the Warrants being purchased pursuant hereto being referred to herein as the "Warrant Shares").
Purchase and Sale of Warrants. (i) Homeland agrees to purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject to the terms and conditions of this Letter Agreement, a warrant in the form of Exhibit A hereto to purchase 743,373 shares of Common Stock for an aggregate purchase price of $7,500,000 (the “Warrant A”). Warrant A may be exercised on or before January 15, 2017, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time of exercise of Warrant A. The purchase price for the Warrant A shares shall be paid for by the delivery by Homeland of $2,000,000 in cash upon exercise of Warrant A and by the delivery by Homeland of its Secured Promissory Note in the form of Exhibit B hereto (the “Secured Promissory Note”). The Secured Promissory Note shall bear simple interest at the rate of 5% per annum and shall be payable in 11 monthly installments commencing upon exercise of Warrant A of $500,000 each plus accrued interest. The Warrant A shares shall be secured by a Pledge Agreement in the form of Exhibit C hereto (the “Pledge Agreement”).
(ii) Homeland agrees to purchase and the Company agrees to sell and issue to Homeland at the Closing, and subject to the terms and conditions of this Letter Agreement, a warrant in the form of Exhibit D hereto (“Warrant B,” and together with Warrant A, the “Warrants”) to purchase a number of shares of Common Stock equal to ½ of the amount of any shares of Common Stock issued by the Company to persons or entities upon the exercise of stock options or warrants (other than Warrant A and this Warrant B) following the date of this Letter Agreement and prior to the consummation of a Business Combination (the “Third Party Warrant Shares”). Homeland’s exercise price for the Warrant B shares will equal ½ of the aggregate exercise price paid to the Company for all the Third Party Warrant Shares. Warrant B may be exercised immediately prior to a Business Combination, but only if all 644,257 Partially Paid Shares have been fully paid for by Homeland at the time of exercise of Warrant B and only if Warrant A has been exercised and the Warrant A shares have been fully paid for (including the payment in full of the Secured Promissory Note). The shares of Common Stock to be issued upon exercise of Warrant A and Warrant B are referred to herein as the Warrant Shares. The purchase price for the Warrant B shares shall be paid for by the delivery by Homeland of the full exercise price in cash upon exercise ...
Purchase and Sale of Warrants. Each Investor who becomes a party to this Agreement as a Seller pursuant to Section 1.3 hereof hereby agrees to sell, transfer and convey to Cibus at the applicable Closing, subject to and on the terms and conditions set forth in this Agreement, the applicable Subject Warrants, in exchange for the applicable Warrant Purchase Consideration.
Purchase and Sale of Warrants. (a) Subject to the terms and conditions of this Agreement, at the first Closing (as defined below), each Seller hereby agrees to sell to Purchaser and the Purchaser hereby agrees to purchase from each Seller, all right, title and interest in and to the Warrants in consideration for the Warrant Purchase Price.
(b) Subject to all the terms and conditions of this Agreement, in payment for the Warrants, Purchaser shall deliver to each Seller at the First Closing, by means of a bank wire transfer, cashier's check, or other immediately available funds, the amount indicated on Exhibit A set opposite the name of each Seller. This consideration shall be payment in full for all of the Warrants.
(c) The Purchase and sale of the Warrants shall be held at the offices of the Purchaser within two business days of the execution hereof, or at such other place, time, and date as Sellers and Purchaser shall mutually agree (this event is hereafter referred to as the "First Closing" and the date of the Closing is hereafter referred to as the "First Closing Date"). At the First Closing, the Sellers shall deliver to Purchaser, the certificates representing the Warrants, and Purchaser shall deliver to the Sellers the Warrant Purchase Price.
Purchase and Sale of Warrants. In addition to the foregoing and subject to the terms and conditions hereof, at the Closing identified in Section 2 hereof, the Company shall issue to the Purchaser Two Warrants to purchase shares of Common Stock on the following terms: Warrant Coverage: The Purchaser will be entitled to receive TWO warrants (the “Purchased Warrants”), for each of the common Shares of the Company purchased. The Shares of Common Stock purchased into which the Warrants are exercisable (the “Warrant Shares”) will have piggyback registration rights as provided in this Agreement.
Purchase and Sale of Warrants. In consideration of the surrender by Buyer of certain governance rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller:
A. the Class V Warrant to purchase an aggregate of 2,477,388 shares of Class V Stock (collectively, the "Class V Warrant Shares"). The shares of Class A Stock issuable upon exercise of the Class V Warrant (i.e., if Buyer or a Permitted Holder (as defined in the Class V Warrant) elects to receive shares of Class A Stock upon exercise of the Class V Warrant or if a party other than Buyer or a Permitted Holder exercises the Class V Warrant) are collectively referred to as the "VA Shares". A form of the Class V Warrant is attached hereto as Exhibit A.
B. the Class A Warrant to purchase an aggregate of 68,058 shares of Class A Stock (collectively, the "Class A Warrant Shares"; and together with the VA Shares, the "Warrant Shares"). A form of the Class A Warrant is attached hereto as Exhibit B.
