Common use of Purchase of Shares Closing Clause in Contracts

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on the Closing Date, the Shares which shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"), at a price per Share of US$1,000.00 (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Bryax Xxxx XXX, 245 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, xxmediately following the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At the Closing, (i) the Company shall deliver to the Purchaser (A) one or more stock certificates representing the Shares purchased hereunder, registered in the name of the Purchaser and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, (ii) the Purchaser shall deliver to the Company (A) the Purchase Price as determined pursuant to this Article II in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Purchaser pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, Company on the Closing DateDate 200 Shares, the Shares which shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"), at a price per Share of US$1,000.00 50,000 (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Bryax Xxxx XXXXxxxxxx, 245 Xxxx XxxxxxXxxxxxx & Associates, Xxx Xxxx, XX 00000, xxmediately P.C. immediately following the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At On or before the tenth consecutive day after the Closing, (i) the Company shall deliver to the Purchaser (A) one or more stock certificates representing the Shares purchased hereunder, registered in the name of the Purchaser and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, (ii) the Purchaser shall deliver to the Company (A) the Purchase Price as determined pursuant to this Article II I in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Purchaser pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, Company on the Closing DateDate 500,000 shares of the Preferred Stock (the "Shares"), the Shares which shall have the respective rights, preferences and privileges set forth in Exhibit A hereto (the "Certificate of Designation"), at a ) for an aggregate purchase price per Share of US$1,000.00 25,000,000 (the "Purchase Price"); and a per share price of US$50 (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Bryax Xxxx XXXCurtis, 245 Xxxx XxxxxxMallet-Prevost, Xxx Xxxx, XX 00000, xxmediately Colt & Mosle LLP immediately following the execution hereofexecuxxxx xerxxx, or at such xx xx xxxh other time and/or place as the Purchaser and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate partyApril 30, 2001. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At the Closing, (i) the Company shall deliver to the Purchaser (A) one or more stock certificates representing the Shares purchased hereunder, registered in the name of the Purchaser and (B) all other documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, Agreement and (ii) the Purchaser shall deliver to the Company (A) the Purchase Price as determined pursuant to this Article II in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company at least two Business Days prior to the Closing and (B) all other documents, instruments and writings required to have been delivered at or prior to Closing by the Purchaser pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, Company on the Closing DateDate ______ Shares, the Shares with a commitment by Purchaser to purchase an additional ______ shares when Company offers them for sale, which shall have the respective rights, preferences and privileges set forth in Exhibit EXHIBIT A (the "Certificate of DesignationCERTIFICATE OF DESIGNATION"), at a price per Share of US$1,000.00 (the "Per Share ConsiderationPER SHARE CONSIDERATION"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase PricePURCHASE PRICE." (b) The closing of the purchase and sale of the Shares (the "ClosingCLOSING") shall take place at the offices of Bryax Xxxx XXXGEM Advisors, 245 Xxxx XxxxxxInc., Xxx Xxxx, XX 00000, xxmediately immediately following the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, providedPROVIDED, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article ARTICLE V is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing DateCLOSING DATE". (c) At the Closing, (i) the Company shall deliver to the Purchaser (A) one or more stock certificates representing the Shares purchased hereunder, registered in the name of the Purchaser and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, (ii) the Purchaser shall deliver to the Company (A) the Purchase Price as determined pursuant to this Article II ARTICLE I in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Purchaser pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the PurchaserPurchasers, and each of the Purchaser Purchasers shall purchase from the Company, on the Closing DateDate the number of Shares indicated next to its name on Exhibit A or as otherwise designated at Closing, the which Shares which shall have the respective rights, preferences and privileges set forth in Exhibit A B (the "Certificate of Designation"), at for a price per Share of US$1,000.00 US $100 (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price"). In no event, however, shall the Company be required to sell more than 24,000 Shares." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Bryax Xxxx XXXthe Company, 245 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, xxmediately immediately following the execution hereof, or at such other time and/or place as the Purchaser Purchasers and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day second Business Day after the last of the conditions listed in Article V VI is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date.". (c) At the Closing, (i) the Company shall deliver to each of the Purchaser Purchasers (A) one or more stock certificates representing the Shares purchased hereunder, in definitive form and registered in the name of the each Purchaser and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, (ii) each of the Purchaser Purchasers shall deliver to the Company (A) its respective portion of the Purchase Price as determined pursuant to this Article II in United States dollars Dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Purchaser pursuant to this Agreement.all

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forthforth in this Agreement, the Company shall issue and sell to the Purchaser, Purchasers and the Purchaser shall Purchasers shall, severally and not jointly, purchase from the Company, on the Closing Date, the up to an aggregate of 18,875 Shares which for an aggregate purchase price of $1,887,500. The Shares shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"), at a price per Share of US$1,000.00 (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place on such date as the parties shall agree at the offices of Bryax Xxxx XXXthe Escrow Agent, 245 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, xxmediately following in accordance with the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate partyEscrow Agreement. The date of the Closing is hereinafter referred to as the "Closing Date.". (c) At the ClosingClosing the parties shall deliver the following items (with respect to the Closing of the purchase and sale of the Shares to be acquired by JNC hereunder, such deliveries will be made prior to the Closing in accordance with and subject to the terms and conditions of the Escrow Agreement): (i) the Company shall deliver or cause to the Purchaser be delivered (A) one or more stock certificates representing the aggregate Stated Value of the Shares purchased hereunderto be acquired hereunder by each Purchaser as set forth in Schedule 1, registered in the name of the such Purchaser and (B) all documents, instruments and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, Legal Opinion; (ii) the each Purchaser shall deliver or cause to be delivered immediately available funds equal to the Company (A) the Purchase Price aggregate Stated Value of Shares to be acquired by such Purchaser as determined pursuant to this Article II set forth in Schedule 1, in United States dollars in immediately available funds and (iii) each party hereto shall deliver or cause to be delivered all other executed instruments, agreements and certificates as are required to be delivered by wire transfer or on their behalf at the Closing, including without limitation, this Purchase Agreement, the Registration Rights Agreement and, with respect to an account designated in writing by the Company prior and JNC, the Escrow Agreement. The Company acknowledges that its outside counsel has received, and the Purchasers (other than JNC) and the Company agree that the Company's outside counsel shall continue to hold, $287,500, representing the Closing and (B) all documents, instruments and writings required Purchase Price to have been delivered be paid at or prior to Closing by the Purchaser pursuant to this Agreementsuch other Purchasers.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the PurchaserPurchasers, and the Purchaser Purchasers shall purchase from the Company, on the Closing DateDate an aggregate of 350,000 Shares, the Shares which shall have the respective rights, preferences and privileges substantially as set forth in Exhibit EXHIBIT A (the "Certificate of DesignationCERTIFICATE OF DESIGNATION"), at a price per Share of US$1,000.00 $20 (the "Per Share ConsiderationSTATED VALUE"). The Per Share Consideration multiplied by aggregate "PURCHASE PRICE" for the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the "Purchase Price$7,000,000." (b) The closing of the purchase and sale of the Shares (the "ClosingCLOSING") shall take place at the offices of Bryax Xxxx XXXthe Escrow Agent, 245 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, xxmediately immediately following the execution hereof, or at such other time and/or place as the Purchaser Purchasers and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to herein as the "Closing DateCLOSING DATE". (c) At the Closing, the Escrow Agent, in accordance with and subject to the terms and conditions of the Escrow Agreement, shall, pursuant to instructions delivered with respect thereto by the Company and the Purchasers, deliver (i) the Company shall deliver to the Purchaser Clearwater, (A) one or more stock certificates representing the 250,000 Shares purchased by it hereunder, registered in the name of the Purchaser and Clearwater, (B) all documents, instruments the Clearwater Warrant and writings required to have been delivered at or prior to Closing by the Company pursuant to this Agreement, (C) a Legal Opinion; (ii) to JNC, (A) one or more stock certificates representing the Purchaser shall deliver 100,000 Shares purchased by it hereunder registered in the name of JNC, (B) the JNC Warrant and (C) a Legal Opinion; (iii) to the Company (A) the Purchase Price as determined pursuant to this Article II Price, less the legal fees and disbursements contemplated in Section 5.1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing Closing; and (Biv) to the party entitled thereto, all documents, instruments and writings required to have been delivered at or prior to Closing by either the Purchaser Company or the Purchasers pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forthforth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, Company on the Closing DateDate 150,000 Shares, the Shares which shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"), at a price per Share of US$1,000.00 $20 (the "Per Share ConsiderationStated Value"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser hereunder is hereinafter referred to as the aggregate "Purchase Price" for the Shares is $3,000,000." (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Bryax Xxxx XXXthe Escrow Agent, 245 Xxxx Xxxxxx1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, xxmediately following the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, provided, however, in no case shall the Closing take place later than the fifth day after the last of the conditions listed in Article V is satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to herein as the "Closing Date". (c) At the Closing, the Escrow Agent, in accordance with and subject to the terms and conditions of the Escrow Agreement, shall, pursuant to instructions of the Company and the Purchaser, deliver (i) the Company shall deliver to the Purchaser Purchaser, (A) one or more stock certificates representing the Shares purchased hereunder, registered in the name of the Purchaser Purchaser, and (B) all documentsthe legal opinion addressed to it and dated the Closing Date, instruments and writings required to have been delivered at or prior to Closing by of Slivxx Xxxixxxx Xxxexx & X'Doxxxxx, X.C., counsel for the Company pursuant to this AgreementCompany, substantially in the form of Exhibit C; (ii) the Purchaser shall deliver to the Company (A) Company, the Purchase Price as determined pursuant Price, less the amounts to this Article II be deducted in accordance with the Escrow Agreement, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Closing Closing; and (Biii) to the party entitled thereto, all documents, instruments and writings required to have been delivered at or prior to Closing by either the Company or the Purchaser pursuant to this Agreement.

Purchase of Shares Closing. (a) Subject to the terms and conditions herein set forth, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from (i) 25,000 shares of Series B Preferred (the Company, on "SERIES B SHARES") and (ii) 75,000 shares of the Closing Date, Series C Preferred (the "SERIES C SHARES"). The Series B Shares which and the Series C Shares are collectively referred to as the "SHARES"). (b) The Series B Preferred shall have the respective rights, preferences and privileges set forth in Exhibit EXHIBIT A attached hereto (the "Certificate of DesignationSERIES B TERMS"), at which shall be incorporated into a price per Share certificate of US$1,000.00 designation to be approved by the Purchaser and filed by the Company with the Secretary of State of Delaware on or prior to the Series B Closing Date (as defined below) (the "Per Share ConsiderationSERIES B CERTIFICATE OF DESIGNATION"). The Per Share Consideration multiplied Series C Preferred shall have the respective rights, preferences and privileges identical to the Series B Terms as set forth in EXHIBIT A, mutatis mutandis, except that the Conversion Price for conversion of the Series C Shares shall reset as of the Original Issue Date for the Series C Shares. The Series C Shares shall be authorized pursuant to a certificate of designation to be prepared by the number Company, subject to the approval of Shares to be purchased the Purchaser, and filed by the Purchaser hereunder Company with the Secretary of State of Delaware prior to the Series C Closing Date (as defined below) (such certificate of designation, together with the Series B Certificate of Designation, is hereinafter referred to as the "Purchase PriceCERTIFICATES OF DESIGNATION")." (bi) The closing of the purchase and sale of the Series B Shares (the "ClosingSERIES B CLOSING") shall take place at the offices of Bryax Xxxx XXXRxxxxxxx Sxxxxxxxx Pxxxxx Axxxxxxx & Bxxxxx LLP ("RSPAB"), 245 Xxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, xxmediately immediately following the execution hereof, or at such other time and/or place as the Purchaser and the Company may agree, providedPROVIDED, howeverHOWEVER, in no case shall the Series B Closing take place later than prior to the fifth day after date on which the last of the conditions listed in Article V Section 5.1 is satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Closing DateSERIES B CLOSING DATE". (cii) At the Series B Closing, (iA) the Company shall deliver to the Purchaser (A1) one or more stock certificates representing the Shares purchased hereunderSeries B Shares, registered in the name of the Purchaser Purchaser, and (B2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, (iiB) the Purchaser shall deliver to the Company (A1) the Series B Purchase Price as determined pursuant to this Article II Price, less the legal fees and disbursements contemplated in Section 7.1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Series B Closing and (B2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement. (i) The closing of the purchase and sale of the Series C Shares (the "SERIES C CLOSING") shall take place at the offices of RSPAB, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such date as the Company may designate in a written financing notice to the Purchaser relating to the sale of the Series C Shares, which the Company may deliver (A) no earlier than the day after the Underlying Shares Registration Statement relating to the Series A Preferred and the Series B Shares has been declared effective by the Commission the ("UNDERLYING SHARES EFFECTIVENESS DATE") and (B) no later than the 30th day after the Underlying Shares Effectiveness Date; PROVIDED, HOWEVER, in no case shall the Series C Closing take place prior to the later to occur of the tenth day after receipt by the Purchaser of the financing notice referenced in this paragraph (d)(i), delivered in the time and manner herein set forth, and the date the last of the conditions listed in Section 5.2 is satisfied or waived by the appropriate party. The date of the Series C Closing is hereinafter referred to as the "SERIES C CLOSING DATE". (ii) At the Series C Closing, (A) the Company shall deliver to the Purchaser (1) one or more stock certificates representing the Series C Shares, registered in the name of the Purchaser, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series C Closing by the Company pursuant to this Agreement and the Registration Rights Agreement and (B) the Purchaser shall deliver to the Company (1) the Series C Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Series C Closing and (2) all documents, instruments and writings required to have been delivered at or prior to the Series C Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.