Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).
Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.
Purchase Price and Closing. The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.
Purchase Price and Closing. 2 Section 1.4 Warrant......................................................................................2
Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of up to Thirty Million Dollars ($30,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.
Purchase Price and Closing. If Company elects to exercise its options as described in Article I above it shall do so by giving notice to Lessor in the manner set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises. Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closi...
Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $0.25 per Share, such number of Ordinary Shares (each a “Share” and collectively the “Shares”) for an aggregate price of listed on the signature page hereto (the “Purchase Price”).
(b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxx & Li LLC, the Company’s legal counsel, on the date of the occurrence of completion of and receipt by the Company of the Purchase Price (the “Closing Date”).
(c) Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i) a certificate for such number of Shares, and (ii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in this Agreement or by check.
Purchase Price and Closing. The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes, Warrants and AIRs, in the amounts as set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Notes, Warrants and AIRs to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx X. Garden, P.C., 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Closing") at 3:00 p.m., Central Time (i) on or before May 16, 2005, provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). The entire Purchase Price shall be paid by the Purchasers in cash, by wire transfer or in readily available funds.
Purchase Price and Closing. 1 1.3. Use of Proceeds........................................................................2
Purchase Price and Closing. The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representation, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase that number of the Shares to be issued in connection with each Draw Down. The closing under this Agreement shall take place at the offices of Xxxxxxx Xxxxxx & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing") at 10:00 a.m. E.S.T. on (i) April 9, 2000, or (ii) such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.
