Purchase Price and Closings. 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 $3.11 per Unit (the “Purchase Price”). The initial 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 Guzov Ofsink, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such date as the Purchasers and the Company may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”). Subject to the terms and conditions of this Agreement, at each 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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), (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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Esc...
Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. 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 Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).
Purchase Price and Closings. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Initial Preferred Shares set forth opposite their respective names in Schedule I. The aggregate purchase price of the Initial Preferred Shares being purchased by each Purchaser is set forth opposite such Purchaser's name in Schedule I. The initial purchase and sale shall take place at a closing (the "Initial Closing") to be held at the offices of Messrs. Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, on November 6, 1996, at 10:00 A.M., or at such other location, on such other date and at such time as may be mutually agreed upon. At the Initial Closing, the Company will issue and deliver certificates evidencing the Initial Preferred Shares to be sold at such Initial Closing to each of the Purchasers (or its nominee) against payment of the full purchase price therefor by wire transfer or check payable to the order of the Company.
Purchase Price and Closings. (a) 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 the Warrants for an aggregate purchase price of up to One Million Dollars ($1,000,000) (the “Purchase Price”).
(b) The sale of the Notes and the Warrants shall be sold and funded in one closing (the “Closing”) which shall take place on a date which shall be not later than Friday, February 26, 2010 (the “Closing Date”), unless such Closing Date shall be mutually extended by agreement between the Company and Taglich Brothers, Inc., as agent for the Purchasers (“TBI”).
(c) Pending the Closing, all proceeds paid by Purchasers will be held in escrow in an escrow account maintained by CSC Trust Company of Delaware at PNC Bank pursuant to the terms of the escrow agreement in the form of Exhibit D annexed hereto (the “Escrow Agreement”). Set forth below are the wire instructions for the escrow account under the Escrow Agreement.
Purchase Price and Closings. 2 Section 1.3 Conversion Shares / Warrant Shares..................................................2 Section 1.4 Exchange of Promissory Notes........................................................2 Section 1.5 Share Exchange Transaction .........................................................2
Purchase Price and Closings. Subscription of Convertible Preferred Shares 1 Section 1.2 Subscription Price 1 Section 1.3 Closing 1 Section 1.4 Closing Conditions 2
Purchase Price and Closings. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, 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 set forth opposite their respective names on Exhibit A. The Shares shall be sold and funded in a closing (the “Closing”), pursuant to terms of this Agreement and provided that such Purchaser executes a signature page hereto, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. The Closing under this Agreement, shall take place on or about July 10, 2007 (the “Closing Date). The Closing under this Agreement shall take place by the Purchaser delivering to the Company, by wire transfer, all of the Purchase Price whereupon the Company shall forthwith deliver to the Purchaser the closing documents contemplated hereby, including, without limitation, a certificate representing the Shares purchased.
Purchase Price and Closings. 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, that number of Series E Preferred Shares (or, as more particularly set forth below, shares of Common Stock) set forth below at three closings (the "First Closing," "Second Closing," and "Third Closing"). The aggregate purchase price of the Series E Preferred Shares or shares of Common Stock to be acquired by Purchaser is Thirteen Million Dollars ($13,000,000). Each closing of the purchase and sale of the Series E Preferred Stock or shares of Common Stock to be acquired by the Purchasers from the Company under this Agreement shall take place at a mutually agreeable location at 10:00 a.m. on the date set forth below, or at such time and date thereafter as the Purchasers and the Company may agree (the "Closings"). At each Closing, the Company will deliver to the Purchaser a certificate for the number of Series E Preferred Shares or shares of Common Stock to be purchased at such Closing registered in such Purchaser's name (or its nominee), against delivery of a check or checks payable to the order of the Company, or a transfer of funds to the account of the Company by wire transfer, representing the aggregate purchase price set forth below, as payment in full of the purchase price of the Shares.
Purchase Price and Closings. 2 1.06. Use of Proceeds......................................................3 1.07. Representations and Warranties by the Purchasers.....................3 1.08.
Purchase Price and Closings. (a) The Company agrees to issue and sell to the Person (the "Purchaser") listed on Schedule 1.01 hereto those principal amounts of Primary and Secondary Notes set forth opposite Purchaser's name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amounts thereof. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase, that principal amount of Primary Notes set forth opposite its name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amount thereof.
(b) Until April 21, 1999, the Purchaser is granted an option to purchase (whether or not the conditions contained in Article 5 have been satisfied) that principal amount of Secondary Notes set forth opposite its name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amount thereof.
(c) The closing of the purchase and sale of the Primary Notes hereunder (the "Closing") shall take place at the offices of Messrs. LeBoeuf, Lamb, Xxxxxx and XxxXxx, L.L.P., 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 at 10:00 a.m. on April 19, 1999, or at such time and date thereafter as the Purchaser and the Company may agree (the "Closing Date"). The closing of the purchase and sale of the Secondary Notes hereunder (the "Second Closing"), should the Purchaser exercise the option granted in Section 1.03(b) above, shall take place at the offices of Messrs. LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P., 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 at such time and date thereafter as the Purchaser and the Company may agree (the "Second Closing Date"), which time and date shall be no later than 5:00 p.m., April 21, 1999. At the Closing, and the Secondary Closing should it occur, the Company will deliver to the Purchaser (i) the Primary or Secondary Notes, respectively, in the principal amount to be purchased by the Purchaser as set forth on Schedule 1.01 registered in the Purchaser's name (or its nominee) and (ii) Warrants in the amount required to be issued to the Purchaser in accordance with Section 8.02 as Additional Interest, against delivery of a check or checks payable to the order of the Company, or a transfer of funds to the account of the Company by wire transfer, representing the net cash consideration for the Primary or Secondary Notes, respectively, to be purchased at such Closing set forth opposite the Purchaser's name on Schedule 1.0...
