Purchase of Initial Warrants Sample Clauses

Purchase of Initial Warrants. In exchange for Gene Elite entering into the LDA and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, GeneLink shall issue to Gene Elite or its designees warrants (the “Initial Warrants”) to acquire six million (6,000,000) shares of common stock of GeneLink at an exercise price of $0.10 per share and two million (2,000,000) shares of Common Stock at an exercise price of $0.45 per share , which Initial Warrants shall have an exercise period of five (5) years from the date of issuance, subject to the provisions of Section 3 below, shall provide for “cashless” exercise rights for 50% of such Initial Warrants and shall be in the forms attached here to as Exhibits A, B, C and D.
Sample 1
AutoNDA by SimpleDocs
Purchase of Initial Warrants. In exchange for Gene Elite entering into the LDA and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, GeneLink shall issue to Gene Elite or its designees warrants (the "Initial Warrants") to acquire six million (6,000,000) shares of common stock of GeneLink at an exercise price of $0.1 0 per share and two million (2,000,000) shares of Common Stock at an exercise price of $0.45 per share, which Initial Warrants shall have an exercise period of five (5) years from the date of issuance, subject to the provisions of Section 3 below, shall provide for "cashless" exercise rights for 50% of such Initial Warrants and shall be in the forms attached here to as Exhibits A, B, C and D. We note that there is also a Termination provision in the Stock Purchase Agreement. Per inquiry of Xxxx Xxxxx (external General Counsel), the holders (Gene Elite) could have exercised the non-performance warrants prior to shareholder approval being obtained. Therefore, we believe the single transaction criteria is met. The next question in the decision tree is: “Is consideration either products or services delivered at the point of sale, or cash? As noted previously, footnote (a) of the decision tree indicates that the authoritative guidance views that equity instruments should be considered analogous to cash consideration. Therefore, we believe the answer to this question is “Yes”. The next question per the decision tree is: “Will the consideration result in a loss on the sale of the product or service?” Once again, the Company should prepare an analysis that includes consideration of both the up-front fee ($750,000) and future sales. If the up-front fee plus future estimated sales less incentives (i.e. fair value of the warrants) less COS results in a loss, then the following recognition and measurement guidance in paragraphs 25-5 through 25-6 applies. Paragraphs 25-5 through 45-6 state: > > Sales Incentives that Will Result in a Loss on the Sale of a Product or Service
Sample 1
Purchase of Initial Warrants. Second Party agrees to arrange for itself or the Third Party Investor to purchase from the Company and the Company agrees to sell and issue to the Second Party or Third Party Investor, as the case may be, upon the date this Agreement is executed by all Parties to it or, with respect to the delivery of share certificates, within three (3) business days thereafter, the Initial Warrants for a total purchase price of $75,000 in cash.
Sample 1
Purchase of Initial Warrants. For the sum of $10 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser hereby purchases from the Company, and the Company hereby issues and sells to the Purchaser, Initial Warrants to purchase a total of 600,000 Initial Warrant Shares for an aggregate purchase price of $150,000, which shall be exercisable on the Initial Closing Date (as defined herein) in immediately available funds.
Sample 1

Related to Purchase of Initial Warrants

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Purchase of Interests Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Purchase of Investments Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

Time is Money Join Law Insider Premium to draft better contracts faster.